Florida LLC Annual Report: Deadline and Fees

The annual report is the one Florida filing every LLC owner has to remember, every year, for as long as the company exists. It is not a tax return and it does not ask about income. It confirms the information the state has on file. It is also the filing that most often goes wrong, because nothing reminds you to do it except the state, and plenty of private companies send official-looking letters that are not from the state at all.

The deadline

The Florida Division of Corporations opens the annual report window on January 1. The report is due by May 1. It is due every year after the year your LLC was formed, even if no information has changed. Filing is done online through Sunbiz.

The fee, and the penalty

The annual report fee for a Florida LLC is $138.75. File after May 1 and the state adds a $400 late fee, bringing the total to $538.75. The late fee applies whether you are one day late or four months late, and the state does not waive it. Corporations face a similar late fee structure under their own fee schedule.

What happens if you do not file at all

If the report still has not been filed by the third Friday of September, the state administratively dissolves the company. A dissolved LLC is not in good standing, which can derail a bank loan, a lease, a business sale, or a contract that requires you to represent that the company is active. It can be reinstated, but reinstatement means paying a reinstatement fee on top of every missed report fee and penalty, and dealing with the problem at a time you did not choose.

What the report actually asks for

• The company's principal office and mailing address.
• The registered agent's name and Florida address.
• The names and addresses of the managers or authorized members.
• The company's federal employer identification number, if it has one.

The annual report is also the easiest time to update any of this. If an owner left, a manager changed, or you moved, the report is where the public record catches up. Keep in mind that everything on it is public.

Watch for look-alike notices

Around annual report season, Florida business owners routinely receive mailers offering to file their report, or to sell them a "certificate of status," for far more than the state charges. Some are designed to look like government notices. The official filing is done on Sunbiz, and the state's fee is the figure above. When in doubt, go to Sunbiz directly rather than following a link or a form in the mail.

Make it someone's job

The annual report is simple. The risk is that nobody owns it. If you are still setting up the company, our step-by-step guide to starting an LLC in Florida covers the full checklist, and our business law clients get this deadline on our calendar, not just theirs.