Fees
Florida LLC formation costs
$100 reinstatement filing fee + $138.75 per missed annual report. Florida is one of the easiest states to reinstate — fully online via Sunbiz, same-day processing, no separate tax clearance required.
| Fee | Amount | Notes |
|---|---|---|
| Reinstatement filing fee | $100 | One-time Florida Division of Corporations reinstatement fee. Paid online via Sunbiz at time of filing. |
| Back annual report fee (per missed year) | $138.75 per year | Florida's annual report fee is $138.75. Each missed year requires a back annual report filing at this fee. A 3-year dissolution means $416.25 in back annual report fees. |
| Late annual report penalty (if still within filing year) | $400 per late report after May 1 | If caught before September 1 dissolution date, a $400 late fee applies in addition to the $138.75 annual report fee for the current year. After dissolution, the $100 reinstatement fee replaces the late fee structure. |
| Commercial registered agent (gap period) | $49–$249/year | If your RA lapsed, reinstate before filing. RA must be active and current at reinstatement. |
Requirements
What you need to know before filing
- Florida LLCs are administratively dissolved by the Division of Corporations for failure to file the annual report by the May 1 deadline. The state moves to administrative dissolution on September 1 for LLCs that missed the May 1 deadline.
- Florida allows reinstatement for up to 5 years after administrative dissolution. After 5 years, the LLC cannot be reinstated and you must form a new entity.
- Florida reinstatement does not require a separate tax clearance certificate — the Department of Revenue is not involved in the SOS reinstatement process.
- All back annual reports must be filed and all associated fees paid as part of the reinstatement process. The $138.75 annual report fee applies per missed year.
- The $100 reinstatement filing fee is separate from and in addition to back annual report fees.
- Florida's Sunbiz online system allows reinstatement to be completed fully online — no mailing or in-person filing required. Processing is typically same-day.
- The LLC name is held during the 5-year reinstatement window. If another entity registers the same name before reinstatement, a name change may be required.
- Your registered agent must be current and active at the time of reinstatement. A lapsed RA is one of the most common causes of missed annual report notices.
Documents
What you'll need to file
- Sunbiz account or document number for the LLC — used to access the reinstatement form online at sunbiz.org
- Registered agent name and current Florida street address (not a P.O. Box) — must be active at reinstatement
- Payment for the $100 reinstatement fee + all back annual report fees ($138.75 per missed year)
- Updated LLC information — principal address, registered agent, member/manager names and addresses as current (not formation-date snapshot)
- Email address — Sunbiz sends the certificate of reinstatement to the email provided at filing
Registered agent
Who receives legal mail for your LLC
Required in every state. Florida requires a physical FL street address.
- Required?
- Yes
- Who can serve
- Any individual 18+ with a Florida street address (no P.O. Boxes), or a commercial registered agent service licensed in Florida. RA must be available during regular business hours.
- Can I serve myself?
- Yes
- Commercial RA cost
- ~$100/yr
Your registered agent's name and address appear on the Sunbiz public record. A commercial RA service keeps your personal address off the public record and ensures you receive annual report notices — the most common cause of Florida LLC dissolution is a missed annual report due to lapsed RA service.
Renewing or switching? Compare standalone registered agent services — Northwest, Harbor Compliance, Registered Agents Inc., InCorp, and more.
Process
How to form a LLC in Florida
Sequential — each step gates the next.
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Confirm dissolution status and the 5-year window Search your LLC at sunbiz.org (search.sunbiz.org) and confirm the entity status shows 'Inactive' with an administrative dissolution date. Note the dissolution date — Florida allows reinstatement within 5 years of that date. If you are outside the 5-year window, reinstatement is not available. Also confirm whether the LLC name is still available — another entity may have registered the same name during the dissolution period. If the name was taken, you will need to choose a new name or a variation.
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Log in to Sunbiz and initiate the reinstatement filing Go to sunbiz.org and navigate to the reinstatement filing section for LLCs. You will need the LLC's document number (found in the Sunbiz search results). The online system will display the number of missed annual reports and calculate the total fees owed ($100 reinstatement fee + $138.75 per missed annual report). Review the calculated total carefully before proceeding to payment.
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Update all LLC information and file the back annual reports As part of the reinstatement process, Sunbiz will prompt you to review and update the LLC's registered agent, principal address, and member/manager information. Update all stale information — this is required, not optional. You will effectively be filing each missed annual report as part of the reinstatement workflow. Ensure the registered agent is current with an active Florida street address. If your RA lapsed, update to a new RA at this step.
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Pay all fees and submit Pay the full amount — $100 reinstatement fee plus $138.75 for each missed annual report year — via credit card through the Sunbiz online system. Florida does not accept partial payments for reinstatement. After payment, Sunbiz generates a Certificate of Reinstatement, which is emailed to the address provided. The LLC status is updated to 'Active' in the Sunbiz system same day in most cases.
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Verify active status and set compliance reminders After reinstatement, search your LLC on sunbiz.org and confirm the status shows 'Active.' Download and save the Certificate of Reinstatement. Set a calendar reminder for the annual report due window: filing opens January 1, deadline is May 1. Consider a commercial RA service with annual report compliance reminders — Northwest, ZenBusiness, and LegalZoom all offer this as part of their RA packages. The annual report can be filed online at sunbiz.org for $138.75.
Annual obligations
What your LLC owes every year
Year-2+ costs most formation guides omit.
| Obligation | Due date | Fee | Consequence if missed |
|---|---|---|---|
| Annual report | May 1 (filing window opens January 1; $400 late fee after May 1; dissolution September 1 for non-filers) | $138.75 | Missed annual report triggers $400 late fee and administrative dissolution on September 1 |
Provenance
Statute basis & official sources
Last verified 2026-05-08.
Florida LLC reinstatement is governed by Fla. Stat. § 605.0706 (administrative dissolution) and § 605.0709 (reinstatement following administrative dissolution). Annual report requirements are under § 605.0212.
Direct filing portal: https://dos.fl.gov/sunbiz/manage-llc/reinstatement/
If you skip the LLC
- Cannot legally conduct business in Florida or enforce contracts in Florida courts while dissolved
- Personal liability exposure for members during the dissolution period
- After 5 years, reinstatement is no longer possible — must form a new LLC and re-establish bank accounts, EIN, and contracts
- LLC name may be taken by another entity after the 5-year window expires
- Banks may close business accounts for dissolved Florida LLCs
- Back annual report fees accrue for each missed year — delay increases total reinstatement cost
Formation context
Who should form in Florida?
- Recommended for
- Florida LLC owners who missed the May 1 annual report deadline and are now administratively dissolved; Business owners who discovered their Florida LLC is inactive when trying to use a bank account or sign a contract; Members evaluating whether reinstatement or re-formation is the right path after Florida dissolution; Owners confirming they are within the 5-year reinstatement window
- Tax treatment (default)
- Florida has no state income tax on LLCs. Reinstatement fees are not a tax obligation. Florida imposes no franchise tax on LLCs — the only annual obligation is the $138.75 annual report.
Foreign LLCs registered in Florida that are administratively dissolved must also reinstate via Sunbiz. The same $100 reinstatement fee and back annual report fees apply.
No publication requirement in Florida — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.
FAQ
Common Florida LLC formation questions
How long does Florida LLC reinstatement take?
Florida reinstatement is same-day when filed online through Sunbiz. After payment is processed, the LLC status updates to 'Active' in the Sunbiz system immediately. The Certificate of Reinstatement is emailed to the address provided at filing. Florida is the fastest reinstatement process among major states — no separate tax clearance or multi-week wait is required.
How much does it cost to reinstate a Florida LLC?
The total cost is $100 (reinstatement fee) + $138.75 for each missed annual report. For a 2-year dissolution: $100 + $277.50 = $377.50. For a 3-year dissolution: $100 + $416.25 = $516.25. For a 5-year dissolution (at the limit): $100 + $693.75 = $793.75. Payment is made online via Sunbiz at time of filing.
Does Florida reinstatement require a tax clearance certificate?
No. Florida Division of Corporations does not require a separate tax clearance from the Department of Revenue to reinstate an LLC. The Sunbiz reinstatement process is a single-agency process. This makes Florida reinstatement significantly simpler and faster than California (FTB clearance) or New York (Dept of Taxation consent).
What is the Florida LLC reinstatement window?
Florida allows reinstatement for up to 5 years after the date of administrative dissolution. After 5 years, the LLC cannot be reinstated and must form a new entity. Florida's 5-year window is longer than Texas (3 years) but comparable to California and Illinois. Act within 5 years of dissolution to preserve the original LLC name and history.
Can I reinstate a Florida LLC if the name was taken by another company?
If another entity registered your LLC's exact name during the dissolution period, you cannot reinstate with that name. Sunbiz will flag the name conflict at filing. In this case, you have two options: (1) Reinstate with a modified name (e.g., adding a year or city designation) and then DBA under the original name if needed, or (2) Dissolve and form a new LLC with the modified name. Contact the Sunbiz help line (850-245-6052) to discuss options.
Is it better to reinstate a Florida LLC or dissolve and reform?
For most Florida LLCs, reinstatement is the right choice — it is fast, fully online, and relatively low cost ($100 + $138.75/yr). Reinstatement preserves the original EIN, bank accounts, contracts, and LLC history. Dissolving and reforming requires a new EIN ($0 from IRS but takes 1–2 weeks), new bank accounts, and re-executing contracts. The only case where reforming makes more sense is if the LLC has significant back obligations in other states or if you are outside the 5-year window.
Not sure yet?
Should I form an LLC?
Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.
LLC vs S-Corp vs Sole Prop vs C-Corp — compare all four →Reduce your tax bill
Should you elect S-Corp status for your Florida LLC?
Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.
S-Corp election guide — $80K breakeven, Form 2553 deadline & reasonable salary →Is a DBA enough?
DBA vs LLC — do you actually need a full LLC?
Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.
DBA vs LLC — cost, liability shield & when to upgrade →After you file
Next steps after forming your LLC
Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:
Legal resources
Online legal services for LLC owners
Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.
LLC legal services comparison — contracts, trademarks, OA review & attorney access →§ A Building permits in Florida
§ B Other states & comparisons
- LLC Annual Compliance Guide — annual report deadlines, fees, and administrative dissolution by state→
- LLC Dissolution Guide — how to properly close an LLC and avoid ongoing fee liability→
- Florida LLC Annual Report Requirements — $138.75 due May 1 each year→
- Florida LLC Formation (Miami) — 2026 Filing Guide→
- Florida LLC Formation (Tampa) — 2026 Filing Guide→
- Best Registered Agent Services — Northwest vs. ZenBusiness vs. LegalZoom vs. Bizee→
- California LLC Reinstatement Guide — FTB Form 3557 + SOS Form LLC-12, 4–6 week clearance→
- Texas LLC Reinstatement Guide — Form 811, Comptroller clearance, $75 fee→
- New York LLC Reinstatement Guide — DOS Form DOS-1336 + Tax Dept consent, $55 fee→
- Illinois LLC Reinstatement Guide — Form LLC-35.40, $200 fee, 5-year window→
- All states — LLC formation guides→
§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a Florida business attorney or CPA before filing.