Every Florida LLC must file an annual report with the Department of State between January 1 and May 1, starting the year after it forms (section 605.0212). The report confirms the company’s name, addresses, EIN and at least one manager or member. If it is not filed by the third Friday in September, the LLC may be administratively dissolved.
Forming a Florida LLC is a one time filing. Keeping it active takes a filing every year. The annual report is brief, but it is the single most common reason Florida LLCs lose their active status. This guide explains what the report contains, when it is due, what happens if it is missed and how a dissolved company can be reinstated, with the statutes behind each point.
When is the Florida LLC annual report due?
Under section 605.0212 of the Florida Statutes, an LLC must deliver its annual report to the Department of State between January 1 and May 1 of each year. The first report is due in the calendar year after the year the articles of organization took effect. Reports are filed with the Division of Corporations through its Sunbiz website, along with the filing fee set by the Division of Corporations.
Because the first report depends on the effective date, an LLC formed late in the year that does not plan to operate until January can choose a January 1 effective date and push its first report back a year. Our guide to starting an LLC in Florida explains how the effective date works.
What information goes in the annual report?
Section 605.0212(1) lists what the report must contain:
- The company's name.
- The street address of its principal office and its mailing address.
- The date it was organized.
- Its federal employer identification number, or a statement that one has been applied for.
- The name, title or capacity and address of at least one person with authority to manage the company.
- Any other information the Department needs to carry out chapter 605.
The information must be current as of the date the report is delivered (section 605.0212(2)). The report is not a financial statement; it confirms or updates the company's information on the state's records.
Can I change my registered agent or address on the annual report?
Yes. If the annual report lists a registered agent name or address that differs from the Department's records, that information is treated as a statement of change under section 605.0114 (section 605.0212(5)). Updating principal office and mailing addresses or the people listed as managers is also done on the report. Our article on registered agents in Florida explains when an agent change needs a separate filing.
Annual report or amendment: which do I need?
| Change | Annual report | Separate filing |
|---|---|---|
| Principal office or mailing address | Yes, when filed | Possible at any time during the year |
| Registered agent or registered office | Yes (s. 605.0212(5)) | Statement of change within 30 days of the change (s. 605.0114, s. 605.0714) |
| Managers or authorized persons listed | Yes | Possible at any time during the year |
| Company name | No | Amendment to the articles of organization |
| Ownership percentages or internal rules | No | Amend the operating agreement (not filed with the state) |
Waiting for the next annual report is not always enough. A change in the registered agent's name or address, for example, must be reported within 30 days, as explained below.
What happens if I miss the May 1 deadline?
The Division of Corporations treats a report filed after May 1 as late and adds a late charge set by the Division. The more serious deadline comes later in the year. Under section 605.0714(1)(a), the Department may administratively dissolve an LLC that has not filed its annual report by 5:00 p.m. Eastern Time on the third Friday in September, and under section 605.0714(2), that dissolution takes effect on the fourth Friday in September.
The Department may also administratively dissolve an LLC for other reasons, including failing to pay a required fee or penalty, failing to maintain a registered agent or failing to report a change in the agent's name or address within 30 days (section 605.0714(1)(b) through (d)). For those grounds, the company first receives notice and has 60 days to correct the problem.
What does administrative dissolution mean for my business?
An administratively dissolved LLC loses its active status on the state's records. A dissolved company is limited to winding up its activities and affairs, which is a problem for any business that intends to keep operating. Dissolution can also surface at the worst moment, such as when a bank, landlord or buyer checks the company's status. In a sale, our mergers and acquisitions team routinely confirms good standing as part of due diligence.
How do I reinstate a dissolved Florida LLC?
Section 605.0715 allows an administratively dissolved LLC to apply for reinstatement at any time after the dissolution takes effect.
- Prepare the application or a current annual report. The application must state the company's name, principal office and mailing addresses, date of organization, federal employer identification number (or that one has been applied for) and the name, title and address of at least one person with authority to manage it. A current annual report containing the same information may be filed instead (section 605.0715(1) and (2)).
- Sign it properly. The application must be signed by both the registered agent and an authorized representative of the company.
- Pay what is owed. The Department reinstates the company if the information is correct and all required fees and penalties are paid (section 605.0715(3)).
Once reinstated, the reinstatement relates back to the date of dissolution, and the company may resume its activities as if the dissolution never happened (section 605.0715(4)). The company's name is protected from use by others for one year after dissolution (section 605.0715(5)). If another business has lawfully taken the name in the meantime, the company must change its name by amending its articles before it can be reinstated (section 605.0715(6)).
How do I make sure the report never slips?
- Put the January 1 to May 1 window on the calendar of at least two people.
- Keep the registered agent and principal office current so state notices reach you.
- Review the information on the report each year rather than refiling last year's details.
- Keep your EIN and the names of your managers or authorized members handy.
Annual compliance is part of the corporate governance support in our business formation service and our wider corporate law practice. You can meet with us at our Fort Lauderdale office, in Indian Harbour Beach or in Orlando.
David Cannady is the founding partner of Cannady & Associates. A former Florida prosecutor, he was admitted to The Florida Bar in 2014 and earned his J.D. at Florida State University College of Law.
This article is general information about Florida law, not legal advice for your situation. Laws change; talk to a lawyer about your facts.
