What Are the Penalties for Late LLC Filing in Florida?
Florida imposes a $400 late fee if your annual report is not filed by May 1 each year. If the report remains unfiled by 5:00 p.m. Eastern Time on the third Friday in September, your LLC faces administrative dissolution effective the fourth Friday in September under Fla. Stat. § 605.0210. There is no grace period. Reinstatement requires filing a reinstatement application, submitting the current annual report, and paying all delinquent fees, the $400 penalty, and a $100 reinstatement fee.
The $400 Late Fee
Florida LLCs must file their annual report between January 1 and May 1 each year (Fla. Stat. § 605.0210). Any report filed after May 1 triggers an automatic $400 late penalty in addition to the standard $138.75 filing fee. This penalty applies immediately—there is no grace period or opportunity to cure before enforcement begins.
File online at https://dos.fl.gov/sunbiz/ or mail your report to P.O. Box 6327, Tallahassee, FL 32314.
Administrative Dissolution Timeline
If your annual report remains unfiled through September, Florida law mandates automatic dissolution. Specifically, if the report is still missing at 5:00 p.m. Eastern Time on the third Friday in September, the Division of Corporations dissolves your LLC on the fourth Friday in September (Fla. Stat. § 605.0701). This occurs without further notice. Once dissolved, your LLC loses its legal status and cannot conduct business in Florida.
Reinstatement Requirements
To restore your LLC after administrative dissolution, you must file a reinstatement application with the Division of Corporations and submit:
- The current annual report
- All delinquent annual report fees ($138.75 per year)
- The $400 late penalty
- A $100 reinstatement fee
For example, a two-year lapse would cost $277.50 in filing fees, $800 in late penalties, and $100 in reinstatement fees—totaling $1,177.50 before addressing any other compliance issues.
Prevention Strategy
Mark your calendar for May 1 each year. Filing early eliminates the $400 penalty and the risk of administrative dissolution. Contact the Florida Division of Corporations at (850) 245-6052 if you need clarification on your filing status or deadline.
This is general information, not legal advice.