Florida keeps its ongoing compliance obligations simple, but the one it does impose is strictly enforced. Every LLC, corporation and limited partnership registered with the Division of Corporations must file an annual report each year to confirm its information and stay active. The filing takes only a few minutes on Sunbiz, yet every year thousands of companies miss it and pay heavily for the oversight. Here is what you need to know.
When the Florida Annual Report Is Due
The filing window opens on January 1 and closes on May 1 each year. There is no option to file early for the following year, and there is no grace period after May 1. The first report is due in the calendar year after the company is formed or qualified. A business that filed its Articles of Organization in August 2026, for example, files its first annual report between January 1 and May 1, 2027.
Because the deadline is the same for every entity regardless of formation date, it is easy to remember, but also easy to push aside during the busy first months of the year when owners are focused on tax season.
Filing Fees by Entity Type
| Entity type | On-time fee | Fee after May 1 |
|---|---|---|
| Limited liability company | $138.75 | $538.75 |
| For-profit corporation | $150.00 | $550.00 |
| Limited partnership | $500.00 | $900.00 |
| Nonprofit corporation | $61.25 | $61.25 (no late fee) |
The $400 late fee applies to for-profit entities and cannot be waived. It is not prorated; filing on May 2 costs exactly the same as filing in August. Fees are set by statute and can change, so always confirm current amounts on Sunbiz before filing.
What Happens If You Do Not File
Late fee from May 2
The moment the deadline passes, the late fee is added to your balance. The company remains active, and you can still file at any point during the summer by paying the higher amount.
Administrative dissolution in September
If the report is still outstanding by the fourth Friday in September, the Division of Corporations administratively dissolves the LLC or corporation, or revokes the authority of a foreign entity. The status on Sunbiz changes to "Inactive," and notices are sent to the registered agent on file. This is one reason a reliable agent matters so much: if the notices go to an outdated address, owners often learn of the dissolution only when a bank, lender or customer points it out. Staying on top of Florida annual report compliance starts with an agent who sends timely reminders.
Consequences of dissolution
A dissolved company may only carry on activities needed to wind up its affairs. In practice that can mean trouble opening or maintaining bank accounts, difficulty enforcing contracts, problems renewing licenses, and the risk that a competitor registers your company name. In some circumstances owners who keep operating a dissolved company may face personal exposure for its obligations.
Reinstating a Dissolved Florida Company
Florida allows a dissolved entity to be reinstated by filing an application for reinstatement and paying the reinstatement fee plus every annual report fee that was missed, including late fees. For an LLC, the reinstatement fee is $100 on top of the outstanding reports. Once approved, reinstatement relates back to the date of dissolution, so the company is treated as if it had never been dissolved. Still, the process costs several times the original filing fee and takes time you would rather spend running the business.
How to File Without Missing a Step
- Look up your document number on Sunbiz before you begin; you will need it to open the filing.
- Review every field. The annual report is your opportunity to update the principal office, mailing address, managers or officers, and even the registered agent.
- Use a reliable card. Payment is taken online, and a declined card leaves the report unfiled.
- Save the confirmation. Download the filed report for your records and your bank.
- Set two reminders: one in mid-January and one in mid-April.
Many owners hand this task to their registered agent, who tracks the deadline and either reminds them or files on their behalf.
Common Mistakes to Avoid
The most frequent error is assuming the state will send a bill. Florida sends reminder emails to the address on file, but if that email is outdated or lands in spam, there is no second warning before the late fee. Another common mistake is responding to official-looking solicitations from private companies that offer to file your "annual compliance certificate" for several hundred dollars; these are not state notices, and the actual filing is done directly on Sunbiz. Finally, remember that a change of registered agent filed separately does not count as your annual report. Both filings stand on their own.