You reinstate an administratively dissolved Florida LLC by filing a reinstatement application with the Division of Corporations on Sunbiz, at any time after the dissolution date. A voluntarily dissolved, merged, cancelled or withdrawn LLC can't reinstate.
Florida dissolves every LLC whose annual report is still missing at the 5:00 p.m. Eastern Time cutoff on the third Friday in September, and it dissolves all of them on the fourth Friday in September. The minimum due is $238.75 (the $100 reinstatement fee plus the $138.75 annual report fee) if you file on or before December 31 of the dissolution year, and $377.50 from January 1.
For a portfolio of Florida entities, that calendar gives you one window each year to find every dissolved LLC and reinstate it before the price rises.
Find out why and when your Florida LLC was dissolved
Florida dissolves an LLC on one of two tracks. A missed annual report leads to dissolution on the fourth Friday in September, with no notice of intent first (s. 605.0714(2)-(3)). The second track covers the other statutory grounds and starts with a notice of intent that gives your LLC 60 days to fix the problem. The annual report track runs on fixed dates.
Your annual report is due May 1. For 2026, the Sunbiz annual report page allowed filings "until 11:59 PM EST on Friday May 1, 2026, before a $400 late fee is assessed."
Under Florida Statutes s. 605.0714(1)(a), Florida can dissolve your LLC if it doesn't deliver its annual report "by 5:00 p.m. Eastern Time on the third Friday in September."
Administrative dissolution for that failure "must occur on the fourth Friday in September of each year" (s. 605.0714(2)). In 2026, the third and fourth Fridays in September fell on September 18 and September 25.
Florida then issues a notice of administrative dissolution, which it may send by email if your LLC has provided an email address (s. 605.0714(2)).
Florida can also dissolve your LLC for an unpaid fee or penalty due under Chapter 605 (s. 605.0714(1)(b)); for failing to appoint and maintain a registered agent under s. 605.0113; or for not filing a statement of change within 30 days after the agent's name or address changes, unless an exception in s. 605.0714(1)(d) applies. For these grounds, Florida first serves a notice of intent, and your LLC then has 60 days from the notice to correct each ground or show the state that the ground doesn't exist (s. 605.0714(3)-(4)).
Confirm your LLC can be reinstated
Your LLC can be reinstated if Florida dissolved it administratively, at any time after the dissolution. The way the LLC was closed decides whether it can reinstate, and the age of the dissolution decides how you file.
Dissolution types and timing that allow reinstatement
Only an LLC the state dissolved administratively can reinstate. Under Sunbiz's reinstatement instructions, "Voluntarily dissolved, merged, cancelled or withdrawn business entities cannot reinstate."
Timing limits how you file, not whether you can. Under Florida's reinstatement statute, s. 605.0715(1), you can apply for reinstatement at any time after the effective date of dissolution. Sunbiz's online reinstatement filing covers entities dissolved "for failure to file an annual report within the last 10 years." For a dissolution more than 10 years old, contact the Division of Corporations before you file.
Name availability for older dissolutions
Florida holds your LLC's name for one year: it "is not available for assumption or use by another business entity until 1 year after the effective date of dissolution" (s. 605.0715(5)). After that, the name can become available to another business. If another business entity has lawfully assumed the name in Florida, the Division requires your LLC to amend its articles of organization to change its name before it accepts the reinstatement application (s. 605.0715(6)).
For an LLC dissolved for more than one calendar year, the Division's reinstatement instructions say Florida law requires the office "to check the entity's name for availability before the reinstatement can be processed." On the Sunbiz filing page, an online application in that group "will not have access to the payment page until the online reinstatement application has been reviewed and the name of entity approved by this office." If the name is no longer available, you file a name change amendment by mail.
Gather what the reinstatement application must state
Under s. 605.0715(1), the application must be "signed by both the registered agent and an authorized representative of the company" and must arrive with all fees and penalties then owed. It must state, among other things:
The LLC's name, principal office street address, and mailing address
The date of organization
The federal employer identification number (FEIN) or, if none, whether one has been applied for
The name, title, and address of at least one person with authority to manage the company
According to the Division's reinstatement instructions, the registered agent accepts the designation on Sunbiz by "electronically signing" the application, and one of the listed principals signs it as well. The agent needs a physical Florida street address, and an entity can't serve as its own agent. The Florida registered agent overview covers the role in more detail.
Florida law also allows a second route. Instead of the reinstatement application, you can submit a current annual report with the same signatures, information, and fees (s. 605.0715(2)). Sunbiz's instructions walk through the reinstatement application, so confirm with the Division of Corporations before you file an annual report in its place.
File the reinstatement on Sunbiz
You file the reinstatement online through Sunbiz e-file using the LLC's document number. Sunbiz's reinstatement instructions describe one application per document number and do not mention a batch option. File in this order:
Confirm the LLC was administratively dissolved and not voluntarily dissolved.
Find the document number on the email notice or postcard from the Division of Corporations, or search by entity name.
On the File Reinstatement page, enter the document number and complete the online form.
Enter the FEIN if it is not already listed, or mark "Applied For" or "Not Applicable." Don't enter a Social Security number.
Correct the registered agent and registered office if needed. The agent then signs electronically.
Update principals, addresses, and the email address, then have a principal sign.
Review the data, click "Continue," and pick a payment method: credit or debit card, a Prepaid Sunbiz E-File Account, or check or money order.
According to the Division's reinstatement instructions, the application can't change your LLC's name. A name that is no longer available needs the name change amendment described above before Florida accepts the reinstatement. Everything you submit also becomes public record, so check names and addresses before you submit.
Pay the reinstatement fees
Filing on or before December 31 of the year your LLC was dissolved costs at least $238.75, and filing from January 1 costs at least $377.50. The table breaks down both totals, using the figures in Sunbiz's reinstatement instructions and the Division's LLC fee schedule.
Line item | Submitted on or before December 31 | Submitted on or after January 1 |
|---|---|---|
Reinstatement fee | $100.00 | $100.00 |
Annual report fee | $138.75 (for year dissolved or revoked) | $277.50 ($138.75 x 2, includes following calendar year) |
Minimum amount due | $238.75 (+ $5.00 if a certificate is requested) | $377.50 (+ $5.00 if a certificate is requested) |
Certificate of status (optional) | $5.00 | $5.00 |
The $400 late charge doesn't apply when you reinstate. s. 607.193(2)(b) waives it for an LLC administratively dissolved because it missed its annual report, when the LLC applies for reinstatement and pays the reinstatement fee. The $138.75 is the $50 annual report fee in s. 605.0213(5) plus the $88.75 supplemental fee in s. 607.193(1), which applies to LLCs that file their annual report under s. 605.0212.
The January 1 increase happens because the filing then covers the following calendar year's annual report as well. An LLC dissolved more than a year earlier owes $100 plus $138.75 for each report year due, per the Division's fee table; confirm the total on the payment screen before you pay.
Posting times after you pay
If you pay by card or from an e-file account, the application "should be processed and posted on our Sunbiz website within 24-48 hours," according to Sunbiz's reinstatement instructions. The Division's reinstatement page lists different times for payment by credit card or a Prepaid Sunbiz E-File Account: immediate posting for entities dissolved less than one calendar year, and 2-3 business days for older dissolutions. The older group takes longer because Florida law requires the office to check the entity's name for availability. Treat all of these as estimates, and confirm the entity's status on Sunbiz before you rely on the reinstatement.
If you pay by check, you mail the printed voucher and payment "within 10 business days," then "allow 10-14 days."
What reinstatement restores
Reinstatement lets your LLC carry on as if it had never been dissolved, subject to one limit that protects third parties. Once it takes effect, the reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution" (s. 605.0715(4)(a)), and under the same subsection your LLC "may resume its activities and affairs as if the administrative dissolution had not occurred." Until then, a dissolved LLC continues to exist but may carry on only the activities needed to wind up, liquidate, and notify claimants (s. 605.0714). Relation back has one limit: "The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected." Your registered agent's authority to accept service of process also continues through the dissolution (s. 605.0714(6)). If your LLC acted while it was dissolved, ask counsel how these rules apply to it.
Time reinstatements around Florida's dissolution calendar
Two dates set the timing for every Florida LLC you manage: the fourth Friday in September, when Florida dissolves each LLC whose annual report is still missing, and January 1, when the reinstatement minimum rises. Dissolution runs on one statewide date, so every LLC in your portfolio that still hasn't filed its annual report by the third Friday in September is dissolved on the same day.
Run a status check after the fourth Friday
Schedule a Sunbiz entity search for every Florida LLC in the week after the fourth Friday in September. Search results list each entity's document number and status, and detail pages show filed report years. The Sunbiz annual report guide covers the May 1 filing cycle, and the guide to multi-entity annual report filings covers running annual reports across many entities.
Close out reinstatements before January 1
The window between the fourth Friday and December 31 is the cheapest time to reinstate. After January 1, each entity costs $138.75 more, which adds $1,387.50 across 10 dissolved LLCs.
Budget time for one application per document number. You can pay each application from a Prepaid Sunbiz E-File Account. For entities in other states, the multi-state reinstatement guide compares deadlines and fees.
Keep every Florida entity in good standing with Discern
In Florida, a missed annual report turns into a cost on one statewide dissolution date in September, and the bill grows when the reinstatement minimum rises on January 1. Discern takes both dates off your calendar: its subscription covers registered agent service, automated annual report filing and status monitoring for $350 per state registration, per year (see current Discern pricing).
Across a portfolio, the harder job is finding the entities that are already out of good standing. Before onboarding, Discern audits your entities to find and fix historical compliance issues. When Ironclad switched to Discern, the move surfaced 9 entities out of good standing, and Discern restored all 9 within 8 weeks. The goal is a Florida portfolio with no surprise dissolutions in September and no reinstatement bill in January.
Book a demo with Discern to see how your Florida entities stay filed and in good standing.
FAQs
These answers cover common questions multi-entity teams ask about Florida LLC reinstatement.
Is there a deadline to reinstate a dissolved Florida LLC?
No statutory deadline exists. Under s. 605.0715(1), you can apply at any time after the dissolution date. Sunbiz's online filing covers LLCs dissolved for a missed annual report within the last 10 years, and an LLC dissolved for more than one calendar year goes through a name check first.
How much does it cost to reinstate a Florida LLC in its dissolution year?
In the dissolution year, the minimum is $238.75 if you submit on or before December 31. From January 1, the minimum is $377.50. Either total rises by $5.00 if you request a certificate of status.
Does the reinstatement application replace missed annual reports?
Yes. The reinstatement application "is filed in lieu of any past due annual report(s)," according to Sunbiz's reinstatement instructions. The fees for each report year still apply.
Can I change the registered agent when I reinstate?
Yes. You can correct the registered agent and registered office in the application, and the new agent signs electronically to accept the designation.
Can a voluntarily dissolved Florida LLC reinstate?
No. Reinstatement is for an LLC the state dissolved. Under Sunbiz's reinstatement instructions, an LLC that was voluntarily dissolved, merged, cancelled or withdrawn can't reinstate.
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