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annual requirementsUpdated 2026-03-31

Florida LLC Annual Report

---|---------| | Report Name | Annual Report | | Filing Frequency | Once per calendar year | | Filing Fee | $138.75 | | Due Date Window | January 1 – May 1 | | First Report Due | January 1 – May 1 of the year following formation | | Late Penalty | $400.00 (after May 1) | | Grace Period | None | | Dissolution Risk | Yes, if unfiled by 5:00 p.m. ET on third Friday in September | | Online Filing | Yes, via Florida Division of Corporations | | Filing Authority | Florida Division of Corporations (DOS) |

FAQ

Q: When is my Florida LLC annual report due?

A: Your annual report must be filed between January 1 and May 1 each calendar year. If you formed your LLC in 2025, your first report is due between January 1 and May 1, 2026. Subsequent reports are due during the same window every year thereafter. There is no grace period—filing after May 1 triggers a $400 late penalty.

Q: What information must I include in the annual report?

A: Florida Statute § 605.0212 requires you to report: (1) your LLC's legal name; (2) the street address of your principal office and mailing address; (3) the date your LLC was organized; (4) your federal employer identification number (EIN), or a statement that one has been applied for; (5) the name, title or capacity, and address of at least one person authorized to manage the company; and (6) any other information the Florida Department of State deems necessary. Information must be current as of the filing date.

Q: What happens if I miss the May 1 deadline?

A: You will owe a $400 late fee. If your report remains unfiled by 5:00 p.m. Eastern Time on the third Friday in September, the Florida Department of State will administratively dissolve your LLC on the fourth Friday in September. You can reinstate your LLC by filing a reinstatement application, paying the current annual report fee, all delinquent fees, penalties, and a $100 reinstatement fee.

What Information Must You Report?

Your Florida LLC annual report is a snapshot of your company's current status. Under Florida Statute § 605.0212(1), you must provide six core pieces of information, all current as of the filing date. Incomplete reports trigger a 30-day correction notice from the Florida Department of State.

Your LLC's Legal Name

Report the exact name under which your LLC is registered with the Florida Division of Corporations. This is the name shown on your articles of organization. Do not use a trade name or doing-business-as (DBA) name as a substitute.

Principal Office and Mailing Address

Provide the street address of your principal office and your mailing address. These may be identical or different. Both must be current as of the date you deliver the report to the Florida Department of State. A post office box alone is not sufficient for the principal office address—you must provide a physical street address.

Date of Organization

Report the specific date your articles of organization became effective with the state. This is the date the Florida Division of Corporations officially filed and accepted your formation documents. You can find this date on your certificate of organization.

Federal Employer Identification Number (EIN)

Include your EIN if the IRS has assigned one to your LLC. If you have not yet received an EIN, you must indicate whether you have applied for one. You are not required to have an EIN to file the annual report, but you must disclose your status.

Manager or Member Information

List the name, title or capacity (such as "Manager" or "Member"), and street address of at least one person authorized to manage your LLC. This person may be a member, manager, or other authorized representative. You may list more than one person, but at least one is required by Florida Statute § 605.0212(1)(e).

Additional Information

The Florida Department of State may request additional information necessary to administer Florida's LLC statutes. If your report is incomplete, the department will notify you, and you have 30 days from the notice date to correct it and resubmit under § 605.0212(4).

How to File Your Annual Report

You can file your Florida LLC annual report online through the Florida Division of Corporations' e-filing system, which is the fastest and most reliable method. The filing fee is $138.75, due between January 1 and May 1 each year. Online filings are processed immediately upon payment.

Online Filing (Recommended)

Visit the Florida Division of Corporations e-filing portal at https://dos.fl.gov/sunbiz/start-business/efile/fl-llc/. You will need your LLC's name and Florida file number (issued when you formed your LLC). The system accepts credit card and electronic check payments. Online filings are processed immediately upon payment, and you receive a confirmation email.

Filing Fee

The annual report filing fee is $138.75. This includes the base annual report fee ($61.25) plus the supplemental corporate fee ($88.75) required under Florida Statute § 607.1622. Pay this fee at the time of filing. The fee applies whether you file online or by mail.

Mailing (Alternative)

If you prefer to file by mail, send the completed annual report form to:

Florida Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

Mail filings take longer to process. To avoid missing the May 1 deadline, mail your report at least two weeks in advance. Use the courier address for faster delivery:

2661 Executive Center Circle
Tallahassee, FL 32301

Registered Agent Changes

If you are changing your registered agent or registered office address, you can include this information in your annual report. Under Florida Statute § 605.0212(5), the updated information becomes effective when the annual report is filed and automatically constitutes a statement of change under § 605.0114. You do not need to file a separate amendment form.

Critical Deadlines and Timeline

Understanding Florida's filing deadlines is essential to avoid penalties and dissolution. Your annual report must be filed between January 1 and May 1 each calendar year with no grace period. Missing the deadline triggers a $400 late penalty, and if the report remains unfiled by 5:00 p.m. Eastern Time on the third Friday in September, your LLC is administratively dissolved on the fourth Friday in September.

Annual Filing Window

Your annual report must be filed between January 1 and May 1 each calendar year. This is a firm deadline with no extensions or grace periods under Florida Statute § 605.0212(3). The first annual report is due between January 1 and May 1 of the year following the calendar year in which your LLC was formed.

Example Timeline for 2026

  • LLC formed in 2025: First annual report due January 1 – May 1, 2026
  • LLC formed in 2026: First annual report due January 1 – May 1, 2027
  • Subsequent years: Annual reports due January 1 – May 1 of each year

Late Filing Consequences

If you do not file by May 1, you incur a $400 late penalty immediately under § 605.0212. This penalty is in addition to the $138.75 filing fee. You must pay both the filing fee and the late penalty to bring your account current. There is no waiver or reduction of this penalty.

Administrative Dissolution Deadline

If your annual report remains unfiled by 5:00 p.m. Eastern Time on the third Friday in September, the Florida Department of State will administratively dissolve your LLC on the fourth Friday in September under Florida Statute § 605.0705. Once dissolved, your LLC loses its legal status and cannot conduct business, enter contracts, or defend lawsuits.

Reinstatement Timeline

If your LLC is administratively dissolved, you have up to two years to apply for reinstatement. However, reinstatement requires filing a reinstatement application, paying the current annual report fee ($138.75), all delinquent annual report fees from prior years, the $400 late penalty, and a $100 reinstatement fee. Reinstatement is effective as of the dissolution date, restoring your LLC's status retroactively.

Late Penalties and Administrative Dissolution

Missing Florida's annual report deadline carries serious financial and legal consequences. The $400 late fee is mandatory and non-waivable, and administrative dissolution prevents your LLC from conducting any business or defending lawsuits in Florida courts.

Late Penalty

If you file after May 1, the Florida Department of State assesses a $400 late fee in addition to your $138.75 annual report filing fee under Florida Statute § 605.0212. This penalty is non-waivable and applies regardless of whether you file one day late or several months late. You cannot avoid the penalty by claiming hardship or oversight.

Administrative Dissolution Process

Florida Statute § 605.0705 authorizes automatic dissolution if your annual report is not filed by the third Friday in September deadline. The process works as follows:

  1. Deadline: Your report must be received by 5:00 p.m. ET on the third Friday in September.
  2. Dissolution Date: If unfiled, your LLC is administratively dissolved on the fourth Friday in September.
  3. Notice: The Florida Department of State issues a notice of administrative dissolution, which may be sent by email if you have provided an email address.
  4. Effect: Your LLC continues to exist but may only wind up its affairs, liquidate assets, and notify creditors. You cannot conduct normal business operations.

Consequences of Dissolution

Once dissolved, your LLC cannot:

  • Enter into new contracts
  • Maintain or defend lawsuits
  • Operate its business
  • Incur new debts in the LLC's name

Under Florida Statute § 605.0212(6), your LLC cannot prosecute or maintain any action in a court of Florida until the annual report is filed and all fees and penalties are paid. Personal liability protection may be compromised if you continue to operate after dissolution.

Avoiding Dissolution

File your annual report between January 1 and May 1 each year. If you are unsure of your filing deadline, contact the Florida Division of Corporations at (850) 245-6052 or check your LLC's status at https://search.sunbiz.org/Inquiry/CorporationSearch/ByName.

Reinstatement After Administrative Dissolution

If your LLC has been administratively dissolved for failure to file the annual report, you can restore its legal status through reinstatement. You have up to two years from the dissolution date to file a reinstatement application. After two years, reinstatement is no longer available, and you must form a new LLC.

Reinstatement Eligibility

You may apply for reinstatement within two years of the dissolution date. After two years, reinstatement is no longer available under Florida Statute § 605.0705, and you must form a new LLC.

Reinstatement Requirements

To reinstate your LLC, you must file a reinstatement application with the Florida Department of State and provide:

  1. Your LLC's name and the effective date of dissolution
  2. A statement that the ground for dissolution (failure to file the annual report) either did not exist or has been corrected
  3. Payment of all required fees and penalties
  4. The current annual report with all required information under § 605.0212(1)

Fees and Costs

Reinstatement requires payment of:

  • $100 reinstatement fee
  • $138.75 annual report filing fee (for the current year)
  • $400 late penalty (if applicable)
  • All delinquent annual report fees from prior years (if you missed multiple years)

Example: If your LLC was dissolved in September 2026 and you reinstate in 2027, you owe the $100 reinstatement fee, the $138.75 fee for the 2027 annual report, and the $400 late penalty.

Effective Date of Reinstatement

Reinstatement is retroactive to the dissolution date under § 605.0705. Your LLC's status is restored as if the dissolution never occurred. This means your LLC's legal existence is preserved, and you can resume normal business operations and defend pending lawsuits.

Filing the Reinstatement Application

File your reinstatement application online at https://dos.fl.gov/sunbiz/start-business/efile/fl-llc/ or by mail to the Florida Division of Corporations at P.O. Box 6327, Tallahassee, FL 32314. Online filing is faster and recommended. Include the current annual report with all required information.

Post-Reinstatement Compliance

After reinstatement, you must file your annual report on time every year. Set a calendar reminder for January 1 to begin the filing window, and file by April 30 to avoid another late penalty. Failure to file again will result in another administrative dissolution.

Additional Compliance Considerations

Beyond the annual report, Florida LLCs must maintain other compliance requirements to preserve their legal status and liability protection. These include registered agent maintenance, federal tax obligations, and sales tax registration if applicable.

Registered Agent Requirement

Florida Statute § 605.0113 requires your LLC to appoint and maintain a registered agent in Florida. Your registered agent is a person or business entity authorized to receive legal documents on behalf of your LLC. If your registered agent changes, you must file a statement of change with the Florida Department of State within 30 days of the change. You can include this information in your annual report, and it will automatically constitute a statement of change under § 605.0114.

Federal Tax Obligations

While Florida has no state income tax, your LLC may owe federal taxes. Single-member LLCs are taxed as disregarded entities (Schedule C) by default, and multi-member LLCs are taxed as partnerships (Form 1065) by default. You can elect to be taxed as an S corporation or C corporation if it benefits your business. Estimated federal tax payments are due April 15, June 15, September 15, and January 15.

Sales Tax Registration

If your LLC sells taxable goods or services in Florida, you must register for a sales tax permit with the Florida Department of Revenue. Florida imposes a 6% state sales tax plus any applicable county surtax. Register at https://floridarevenue.com/taxes/taxesfees/Pages/sales_tax.aspx. Sales tax registration is separate from your annual report filing and has its own compliance schedule.

Operating Agreement

While not required to file with the state, Florida law permits you to adopt an operating agreement governing your LLC's internal management. An operating agreement clarifies member rights, profit distribution, and management authority, and it is strongly recommended even for single-member LLCs. It provides evidence of your LLC's separate legal status and protects personal liability protection.

Certificate of Status

You can request a certificate of status from the Florida Division of Corporations for $8.75. This document certifies that your LLC is in good standing and current on all filings. Lenders, landlords, and business partners often request this certificate before entering into contracts or extending credit.

Merger, Conversion, and Interest Exchange Prerequisites

If you plan to merge your LLC, convert it to another entity type, or participate in an interest exchange, your LLC must be "active and current" in annual report filings through December 31 of the year you submit the transaction documents. Failure to meet this requirement blocks the entire transaction.

Contact Information and Resources

Florida Division of Corporations:

Florida Department of Revenue (Sales Tax):

Statute References:

  • Florida Statute § 605.0212 (LLC Annual Report)
  • Florida Statute § 605.0705 (Administrative Dissolution)
  • Florida Statute § 607.1622 (Supplemental Corporate Fee)
  • Florida Statute § 605.0113 (Registered Agent Requirement)
  • Florida Statute § 605.0114 (

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