What Happens if My LLC is Dissolved by Florida?

Florida administratively dissolves your LLC if you fail to file your annual report by the deadline. The state charges a $400 late fee after May 1, then dissolves the LLC on the fourth Friday in September if the report remains unfiled. Once dissolved, your LLC loses its legal status and liability protection. You can reinstate it by filing a reinstatement application, paying the $100 reinstatement fee, filing the overdue annual report, and paying all delinquent fees and penalties under Fla. Stat. § 605.0702.

When Does Dissolution Occur?

Florida requires all LLCs to file an annual report between January 1 and May 1 each year (Fla. Stat. § 605.0210). The filing fee is $138.75. If you miss this deadline, a $400 late penalty is assessed after May 1. If the report remains unfiled by 5:00 p.m. ET on the third Friday in September, your LLC is automatically dissolved on the fourth Friday in September (Fla. Stat. § 605.0708). The Division of Corporations will notify you, but dissolution occurs without further state action.

Consequences of Dissolution

Once dissolved, your LLC ceases to exist as a legal entity. You lose liability protection, cannot conduct business, and cannot enforce contracts in your LLC's name. Creditors may pursue personal claims against members. Your LLC's name becomes available for other businesses to register.

How to Reinstate Your LLC

File a reinstatement application with the Florida Division of Corporations and submit your current annual report. You must pay:

$100 reinstatement fee
$138.75 annual report fee
$400 late penalty
All delinquent annual report fees for prior years

Reinstatement restores your LLC's legal status retroactively to the dissolution date (Fla. Stat. § 605.0709).

File Your Reinstatement

Submit your application online at https://dos.fl.gov/sunbiz/, by mail to P.O. Box 6327, Tallahassee, FL 32314, or contact the Division of Corporations at (850) 245-6052. Check your LLC status at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName.

Avoid dissolution by filing your annual report before May 1 each year.

This is general information, not legal advice.