Annual Report and Reinstatement of a Commercial Company in Florida

Everything you need to know about the Annual Report and Reinstatement of a Commercial Company in Florida

What is an Annual Report?

The Annual Report and Reinstatement of a Commercial Company in Florida is a key process to keep your business active. The Annual Report is a mandatory filing that must be submitted every year to the Florida Department of State through the Florida Division of Corporations.

This report is not a financial statement, but rather an administrative form used to update or confirm the official information of a business entity previously registered in the state of Florida.

All individuals or companies that own a registered business entity must file this report every year to maintain the entity’s active status in the official records of the State of Florida.

It is important to note that the annual report is required even if no changes need to be made to the company’s information. The information included in the annual report reflects the most recent data on file with the Division of Corporations

Information required to file the Annual Report

To file the annual report, it is necessary to have the document number assigned to the business entity at the time of registration with the State.

Filing deadline

There is a deadline to submit the Annual Report. It must be filed on or before May 1st of each year.

If the report is filed after the deadline, the State of Florida will apply a $400 late fee to the following entities:

• For-profit corporations

• Limited Liability Companies (LLC)

• Limited Partnerships

• Limited Liability Limited Partnerships

Non-profit corporations are not subject to this late fee.

Consequences of not filing the Annual Report

If the annual report is not filed before the third Friday of September, the business entity will be:

• Administratively dissolved, or

• Revoked in the official records

This occurs in the records of the Florida Department of State and the Florida Division of Corporations at the close of the fourth Friday of September.

Reinstatement of a dissolved business

Business entities that have been administratively dissolved or revoked can be reinstated. To do so, it is necessary to:

• Submit a reinstatement application

• Pay all applicable fees at the time of submission

These costs include:

• Reinstatement fees

• Past due annual reports

• Any other applicable administrative charges

  
  

If the business is no longer operating

If the company is no longer operating because the business has closed, it is not necessary to file the annual report. However, a formal dissolution must be filed for the entity, whether it is a:

• Corporation

• LLC (Limited Liability Company)

• Limited Partnership

• Limited Liability Limited Partnership

This applies to both Florida-registered and foreign entities.

Changes or amendments to the Annual Report

After filing the annual report, it is possible to make modifications or amendments to the registered information.

Allowed changes include:

• Adding, removing, or modifying names and addresses of officers or directors

• Updating authorized members’ information

• Modifying general partners’ addresses

• Changing the registered agent and registered office address

• Updating the principal business address

• Changing the mailing address

• Adding or updating the Federal Employer Identification Number (EIN)

Changes that cannot be made in the Annual Report

The Annual Report does not allow changing the company name. To change the name, a formal amendment must be filed according to the type of business entity. This form must be completed and submitted by mail.

Amended Annual Reports

After the annual report has been filed, changes can still be made depending on the type of entity:

• Corporations and LLCs: may file an Amended Annual Report

• Limited Partnerships or Limited Liability Limited Partnerships: must complete an amendment form and submit it by mail

  
  

Once the annual report has been processed and published, an official copy can be obtained.

Any information submitted in an annual report becomes part of the public record of the Florida Department of State and the Florida Division of Corporations and is available for public access.

REINSTATEMENT OF A COMMERCIAL ENTITY IN FLORIDA

What is reinstatement of a commercial entity?

Reinstatement is the process by which a business that has been administratively dissolved or revoked can regain its active status in the records of the Florida Department of State.

To restore the business, a reinstatement application must be filed with the Florida Department of State through the Division of Corporations. This form updates or confirms the entity’s registered information to restore its legal status.

How long does reinstatement take?

Processing time depends on how long the business has been dissolved or revoked:

1. Businesses dissolved for less than one calendar year

   
   

   These entities are generally published immediately after submitting the reinstatement application.

2. Businesses dissolved for more than one calendar year

   
   

   These applications are typically processed within 2 to 3 business days.

Florida law requires the Department of State and the Division of Corporations to verify the availability of the business name before approving reinstatement. If the name is not available, a new name must be selected.

Can changes be made during reinstatement?

When applying for reinstatement, certain company information can be updated, including:

• Adding, removing, or changing names and addresses of directors or authorized representatives

• Updating general partners’ addresses

• Changing the registered agent and registered office address

• Modifying the principal business address

• Changing the mailing address

• Adding or updating the Federal Employer Identification Number (EIN)

  
  

Changes that cannot be made

The reinstatement application does not allow changing the company name. To do so, a formal amendment must be filed according to the type of business entity.

After reinstatement is processed

Once reinstatement has been processed and published, an official copy can be obtained and the company’s active status can be verified in state records.

Reinstatement allows a business to legally resume operations and recover its active status in Florida.