Florida: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

Florida requires a true annual report — filed every year, by every LLC. Under Fla. Stat.
§ 605.0212(1), a limited liability company or a registered foreign LLC "shall deliver to the
department for filing an annual report." It goes to the Department of State's Division of
Corporations (the Sunbiz system), and it is required whether or not any information about the
company has changed.

Frequency and first report

The report is annual, and the first one is not due the year you form. Section 605.0212(3)
puts the first annual report "between January 1 and May 1 of the year following the calendar
year in which the limited liability company's articles of organization became effective." So
an LLC formed at any point in 2026 — even December 30 — files its first annual report in the
January 1–May 1, 2027 window, and every year after that.

Due date and filing window

There is one window for everyone: January 1 to May 1, with a hard deadline of May 1 at
11:59 p.m. Eastern. Florida does not stagger the deadline by formation date or anniversary
month the way many states do (§ 605.0212(3)). That makes the date easy to remember and easy
to miss all at once — the $400 late fee below lands on May 2.

Filing office and method

File with the Florida Department of State, Division of Corporations, online through Sunbiz.
The Division is explicit that "all Annual Reports must be entered and submitted
electronically online"; mail and walk-in filing are not available for the annual report.
Section 605.0212(7) authorizes the Department to prescribe the electronic form.

Required information

Section 605.0212(1) lists what the report must state: the LLC's name; its principal-office
street address and mailing address; the date (and, for a foreign LLC, the jurisdiction) of
organization; the federal employer identification number, or whether one has been applied
for; and the name, title or capacity, and address of at least one person with authority to
manage the company. The information must be current "as of the date the report is delivered"
(§ 605.0212(2)). If the report changes the registered agent's name or address, that change is
treated as a statement of change under § 605.0114 (§ 605.0212(5)). You cannot change the
LLC's name on the annual report — that takes a separate amendment.

Filing fee and related charges

The fee is $138.75 when filed on time (January 1–May 1). File after May 1 and the total
jumps to $538.75 — the base fee plus a $400 late fee. A certificate of status is an
optional $5. If the LLC is dissolved for nonfiling, reinstatement costs $100 plus each
past-due year's annual-report fee (Florida Division of Corporations fee schedule, as of
July 16, 2026).

Late fee and delinquency

The $400 late fee is unusually rigid: the Division states there is "no provision to abate or
waive" it, and it applies even to an LLC that never received a reminder notice. Beyond the
money, a delinquent LLC loses access to the courts — under § 605.0212(6) it "may not maintain
or defend any action in a court of this state until the report is filed and all fees and
penalties due under this chapter are paid."

Dissolution, reinstatement, and cure

A missed May 1 deadline is not the end of the line, but September is. If the report is still
not filed by 5:00 p.m. on the third Friday in September, the Department administratively
dissolves the LLC (or revokes a foreign LLC's authority) at the close of business on the
fourth Friday in September (§ 605.0714(1)–(2)). A dissolved LLC continues to exist only to
wind up its affairs (§ 605.0714(5)). The cure is reinstatement: the LLC may apply "at any
time," pay all fees and penalties owed, and once reinstated the action "relates back to and
takes effect as of the effective date of the administrative dissolution," as if it had never
happened (§ 605.0715(1), (4)). One catch — the dissolved LLC's name is held for one year and
could be taken by another business if not reinstated (§ 605.0715(5)).

What trips people up

• Assuming the report is due on your formation anniversary. It is not. Every Florida LLC
  files in the same January 1–May 1 window (§ 605.0212(3)); your formation date only sets
  which year your first report is due (the year after you formed).
• Treating the $400 late fee as negotiable. It is not waivable — the Division says so
  plainly — and it hits on May 2 regardless of whether you got a reminder. Filing a day late
  costs the same $400 as filing in August.
• Thinking a missed May 1 dissolves the LLC immediately. It does not. Dissolution comes
  months later, on the fourth Friday in September (§ 605.0714(2)). But between May 1 and then,
  the LLC still cannot sue or defend in Florida courts until it files and pays (§ 605.0212(6)).
• Assuming a dissolved LLC is gone for good. Florida lets you reinstate "at any time" and
  the reinstatement relates back to the dissolution date (§ 605.0715), so the company is
  treated as never having lapsed — but you pay $100 plus every skipped year's report fee, and
  you can lose the name after a year.

Common questions

When is my Florida LLC's first annual report due?
Between January 1 and May 1 of the year after the calendar year you formed. An LLC formed
anytime in 2026 files its first report in early 2027 (§ 605.0212(3)).

Can the $400 late fee be waived if I have a good reason?
No. The Division of Corporations states there is no provision to abate or waive the $400 late
fee, and it applies even if you never received a filing notice.

What happens if I just never file?
After May 1 you owe the $400 late fee and cannot maintain a lawsuit in Florida
(§ 605.0212(6)); if you still have not filed by the third Friday in September, the state
administratively dissolves your LLC on the fourth Friday in September (§ 605.0714).

Can I bring my dissolved Florida LLC back?
Yes. You may apply for reinstatement at any time, paying $100 plus each past-due year's report
fee; reinstatement relates back to the dissolution date as if it never happened
(§ 605.0715). If another business took your name during the lapse, you will have to change it
first.

Statutes and sources

• Fla. Stat. § 605.0212 — LLC annual report: contents, the January 1–May 1 window, the
  year-after first report, and the no-suit bar for nonfilers.
  https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0212.html (accessed 2026-07-16)
• Fla. Stat. § 605.0714 — administrative dissolution for failing to file by the third
  Friday in September, effective the fourth Friday in September.
  https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0714.html (accessed 2026-07-16)
• Fla. Stat. § 605.0715 — reinstatement at any time, relation back, and the one-year name
  hold.
  https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0715.html (accessed 2026-07-16)
• Florida Division of Corporations — Fees — $138.75 on-time / $538.75 after May 1 LLC
  annual report, $5 certificate of status, $100 + past-year fees reinstatement.
  https://dos.fl.gov/sunbiz/forms/fees/ (accessed 2026-07-16)
• Florida Division of Corporations (Sunbiz) — Annual Report help — non-waivable $400 late
  fee and the third/fourth-Friday-of-September dissolution timeline.
  https://efile.sunbiz.org/sbs_ar_instr.html (accessed 2026-07-16)