If you don’t file your Florida annual report by May 1, you owe a $400 late fee on top of the regular fee, starting May 2. That’s the Florida annual report late penalty, and there’s no grace period. If the report still isn’t filed by the third Friday in September, the state administratively dissolves your LLC or corporation, and getting it back means paying for reinstatement.
If you’re already late, file today. Every week you wait moves you closer to the September date, and that’s where it gets expensive.
How much is the Florida annual report late penalty?
The $400 fee is added automatically as soon as May 1 passes. Filing on May 2 costs the same as filing in August.
| Entity | Normal fee | Late fee | Total if late |
|---|---|---|---|
| LLC | $138.75 | $400 | $538.75 |
| Corporation | $150.00 | $400 | $550.00 |
| Nonprofit | $61.25 | None | $61.25 |
There’s no “first offense” exception. One day late means $400 extra.
Can you get the late fee waived?
Generally, no. The Division of Corporations doesn’t waive the fee because you didn’t get a reminder, were out of the country, had a hard year, have never been late before, or simply forgot. The only exceptions are very rare cases involving documented errors by the Division itself.
The state expects you to know your deadline. Put it in your calendar.
What happens between May and September?
Your LLC is still technically active, but it’s late, or delinquent, on its filing. You owe the late fee, and your record may show compliance issues. Some contracts or licenses require current filings, and a bank may ask for proof of good standing that you can’t give it.
What happens on the third Friday in September?
If the report still isn’t filed, Florida administratively dissolves the LLC or corporation. That’s where the real damage starts.
Liability protection. Liability protection is the main reason you formed an LLC. Once it’s dissolved, that protection disappears, and your personal assets (home, car, savings) could be exposed if a lawsuit comes out of business activities.
Operating. A dissolved LLC can’t enter into contracts, conduct business in Florida, open new accounts or apply for credit.
Your name. The name is eventually released back into the pool. Someone else could register the same or a similar name, which can confuse your former customers.
Your bank. Banks may freeze business accounts, refuse new transactions or close the accounts entirely. Many banks check Sunbiz regularly to verify business status.
Contracts. Contracts signed on behalf of a dissolved LLC may be voidable. The other side could argue they aren’t bound by an agreement with an entity that’s been dissolved.
Taxes. The LLC may be dissolved for state purposes while the IRS still expects tax filings, so you’ll have to square the state dissolution with your federal tax obligations.
How do you fix a late annual report before dissolution?
If May 1 has passed but September hasn’t:
- Go to Sunbiz.org, find your business and file the annual report.
- Pay the annual report fee ($138.75 for an LLC) plus the $400 late fee, $538.75 in total.
- Check your record on Sunbiz afterward. It should show “Active” within minutes.
It’s expensive, but that’s all there is to it.
How do you reinstate after dissolution?
- File for reinstatement of the dissolved LLC on Sunbiz.org.
- Pay the required fees (see the table below).
- Confirm your principal address, registered agent and members or managers are current.
- Wait for processing. Online reinstatements usually take 24-48 hours.
- Check Sunbiz to confirm the LLC is back to “Active.”
| Fee | Amount |
|---|---|
| Current year annual report | $138.75 |
| Late fee | $400 |
| Reinstatement fee | $100 |
| Total minimum | $638.75 |
If you’ve missed more than one year, you may owe the annual report and late fee for each one.
Florida doesn’t set a deadline for reinstatement, but waiting only makes it harder. More annual reports pile up, your name is more likely to be taken, and the records get harder to sort out. Reinstate as soon as you can.
What if someone took your business name?
Then you can’t reinstate under the original name. You can contact the other business and ask whether they’d change or give up their registration, reinstate under a different name, or, if you have trademark rights, talk to an attorney about legal action. None of these is quick, which is the strongest argument for never letting dissolution happen.
How do you make sure this never happens again?
File in January. Reports open January 1, and once yours is in, the May deadline is irrelevant for the year.
If you’d still like a backstop, set calendar reminders for January 1, April 1, April 15 and April 25. Sunbiz email notifications are worth turning on through a Sunbiz account, but don’t rely on them alone. The state isn’t responsible if they end up in spam.
Better registered agent services send reminder emails starting 90+ days before the deadline, and compliance services like IncCraft monitor your deadlines and send several reminders. Some services even file on your behalf.
Frequently asked questions
I forgot to file. Is there any way to avoid the $400 fee?
No. Once May 1 passes the fee is automatic, with no exceptions for forgetting, missed reminders or first-time lateness.
My business has been inactive. Do I still owe the fee?
Yes. Inactive businesses still have to file annual reports or be dissolved. If you aren’t using the LLC, formally dissolve it to stop future fees.
Can I just let my LLC get dissolved and start a new one?
You can, but you’ll still owe fees for the dissolved LLC’s final year, you can’t reuse the name if someone takes it, and any contracts, assets or accounts tied to the old LLC have to be moved over. There may be tax consequences too. Paying the reinstatement fees is usually cheaper.
Will dissolution affect my personal credit?
Not directly. But if the LLC had debts, creditors might pursue you personally if they can pierce the corporate veil, especially since a dissolved LLC no longer provides liability protection.
What if I was dissolved because of my registered agent?
If your registered agent resigned or failed and you didn’t receive notices, you may have a case to raise with the Division of Corporations, though late fees are rarely waived even then. You can try calling (850) 245-6052.
The dates to remember
| Date | What happens |
|---|---|
| January 1 | Annual reports open for filing |
| May 1 | Deadline to file |
| May 2 | $400 late fee applies |
| Third Friday in September | Administrative dissolution |
| After dissolution | Reinstatement required ($100 fee + all owed reports and fees) |
A $138.75 filing becomes $538.75 the day after the deadline and at least $638.75 after September. Need help staying compliant? IncCraft sends automatic reminders so you never miss a deadline or pay $400 in fees you didn’t need to.