What happens if your Florida LLC misses its annual report, and how to reinstate it
Florida’s own word for it: “Administratively dissolved”. Time limit to get back: Any time. Tax clearance: No.
Checked against the Florida Department of State, Division of Corporations, September 2026.

- What Florida calls it
- “Administratively dissolved”
- Tax clearance
- No
- Time limit to get back
- Any time
How it unfolds in Florida
- MissedAnnual report
- Status“Administratively dissolved”
- The way backReinstatement application (or a current annual report), Sunbiz
Florida Department of State, Division of Corporations (Sunbiz)
What does Florida call a company that missed its filings?
“administratively dissolved” (administrative dissolution by the Department of State). Florida has no separate state tax-agency forfeiture status for LLCs in the reinstatement statute. (Foreign LLCs are “revoked” — out of scope.)
What triggers it in Florida?
The Department may administratively dissolve an LLC that does not: (a) deliver its annual report by 5:00 p.m. Eastern Time on the third Friday in September; (b) pay a fee or penalty due under ch. 605; (c) appoint and maintain a registered agent; or (d) file a statement of change within 30 days after a change in the registered agent’s name or address (unless the agent filed the change itself or it was made under s. 605.0114(4)).
Before it happens
Missed annual report: no cure notice — dissolution occurs automatically on the fourth Friday in September, and the Department then issues a notice of administrative dissolution (may be by email). Other grounds (unpaid fee/penalty, no registered agent, agent change not filed): the Department serves a notice of intent to dissolve, and the LLC has 60 days after the notice is sent to correct each ground or show it does not exist.
How do you reinstate a Florida LLC?
An application for reinstatement prescribed by the Department, signed by BOTH the registered agent and an authorized representative, stating the LLC’s name, principal office street and mailing address, date of organization, FEIN (or whether one has been applied for), and name/title/address of at least one person with authority to manage. Alternatively, a current annual report signed by both the registered agent and an authorized representative, with the same information, plus all fees and penalties. Sunbiz offers an online (e-file) reinstatement application; a mailed form is also referenced on Sunbiz.
Where to file
Florida Department of State, Division of Corporations
Not yet confirmed against the Florida Department of State, Division of Corporations — check with the office.
Is there a deadline to reinstate a Florida LLC?
Any time after the effective date of dissolution — no statutory deadline.
Do you need tax clearance in Florida?
No
No tax clearance is listed among the reinstatement requirements in § 605.0715; the requirements are the application (or current annual report) and all fees and penalties owed to the Department.
What happens to the company name meanwhile?
The dissolved LLC’s name is not available to another business entity until 1 year after the effective date of dissolution (unless the LLC consents in a signed record). If another entity has lawfully taken the name by the time of reinstatement, the LLC must amend its articles of organization to change its name before the Department accepts the reinstatement application.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution; the LLC may resume its activities as if the dissolution had not occurred, but rights of persons who relied on the dissolution before knowing of the reinstatement are not affected. While dissolved, the LLC continues in existence but may only wind up; its registered agent’s authority for service of process continues.
What changes for corporations in Florida?
Essentially parallel. Corporations: ch. 607 — administrative dissolution § 607.1420, reinstatement § 607.1422, same “administratively dissolved” term, same third-Friday/fourth-Friday September annual-report cycle, same ‘any time’ reinstatement, same 1-year name hold. Differences: two extra corporate grounds for dissolution (failing to answer Department interrogatories; expiry of the duration stated in the articles), and the application is signed by the registered agent and an officer or director.
What should you file first?
There is no separate tax clearance step for a Florida LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Reinstatement application (or a current annual report), Sunbiz
Where it goes
Florida Department of State, Division of Corporations
What does Florida ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization, includes agent designation) | Articles of Organization | At formation | None |
| Annual report | Annual Report (Sunbiz online only) | May 1 (11:59 p.m. EST) | a late fee; not filed by the 3rd Friday of September leads to administrative dissolution on the 4th Friday of September |
| Change of registered agent — LLC (standalone) | Statement of Change of Registered Office or Registered Agent or Both for Limited Liability Company (INHS18) | When it changes | None |
From the same Florida record as the Florida registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Florida deadline in your calendar with the compliance calendar, or see what Florida requires of your registered agent.
Which Florida laws govern it?
Administrative dissolution: Fla. Stat. § 605.0714. Reinstatement: § 605.0715. Judicial review of a denied reinstatement: § 605.0716 (petition Circuit Court of Leon County within 30 days after service of notice of denial).
Sources, checked September 2026:
- The Florida Legislature (Online Sunshine)— Fla. Stat. §§ 605.0714, 605.0715, 605.0716
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0714
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0714(1)
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0714(2)-(4)
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0715(1)-(2)
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0715(1) (“the department”)
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0715
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0715(5)-(6)
- The Florida Legislature (Online Sunshine)— Fla. Stat. § 605.0715(1)
- The Florida Legislature (Online Sunshine)— Fla. Stat. §§ 605.0715(4), 605.0714(5)-(6)
- The Florida Legislature (Online Sunshine)— Fla. Stat. §§ 607.1420, 607.1422
Checked against the Florida Department of State, Division of Corporations (Sunbiz) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Florida
Behind on a Florida filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Florida Department of State, Division of Corporations, and state fees are confirmed with you before anything is filed.