How to Reinstate an LLC in Florida

How reinstatement works in Florida

Florida administratively dissolves LLCs in bulk each fall: those that have not filed by the third Friday of September are dissolved at the close of business on the fourth Friday. Reinstatement has no deadline under Fla. Stat. 605.0715. The LLC files a Reinstatement Application on Sunbiz, signed by both the registered agent and an authorized representative, and pays a $100 reinstatement fee plus $138.75 for each year's annual report owed. Timing matters: reinstating by December 31 of the dissolution year costs $238.75, while waiting until January adds another year's report and brings it to $377.50. Reinstatement relates back to the dissolution date, so the LLC continues as if it had never been dissolved. The name is held for only one year, after which another business may take it and force a name change before reinstatement.

Steps to reinstate a Florida LLC

1. Reinstatement Application (or a current annual report) with the company name, principal and mailing addresses, date of organization and federal EIN
2. Name, title and address of at least one person with management authority
3. Signatures of both the registered agent and an authorized representative
4. Payment of all fees and penalties owed, including each missed year's annual report fee
5. Articles of amendment adopting a new name if another business has lawfully taken the name
6. Form to use: Limited Liability Company Reinstatement Application.
7. File online through Sunbiz e-filing (File Reinstatement) using the document number, or by mail to the Division of Corporations in Tallahassee.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 reinstatement fee plus $138.75 for each year's annual report owed: $238.75 if submitted by December 31 of the year of dissolution, or $377.50 if submitted after January 1 (two annual reports), plus $5 for an optional certificate of status. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes as if it had never been dissolved, though third parties who relied on the dissolution keep their rights (Fla. Stat. 605.0715).
• Your LLC name: The name is reserved for one year after dissolution unless the LLC authorizes another business to use it; after that, if another entity has taken the name, the LLC must amend its articles to a new name before reinstating.

The most common cause is a missed Annual Report. See the Florida Annual Report guide for deadlines so it does not happen again.

Reinstatement in Florida and nearby states

Mistakes that slow down a Florida reinstatement

• Waiting until after December 31 of the dissolution year, which adds another annual report fee to the reinstatement cost.
• Submitting the application without the registered agent's signature, which Fla. Stat. 605.0715 requires along with an authorized representative's.
• Delaying more than a year and losing the LLC name, which another business can then lawfully adopt.