Reinstate a Florida LLC
After a Florida LLC has been administratively dissolved, it can still be reinstated and regain its authority to conduct business in the state at any time after the date of dissolution. To reinstate a Florida LLC, you must file a Limited Liability Company Reinstatement with the Division of Corporations.
There is a a $100 reinstatement fee, as well as a $138.75 Annual Report fee for each year or portion of a year in which your LLC was dissolved. You must pay the AR fee even if your LLC has only been dissolved for a few months.
Filing a Florida LLC Reinstatement
Box 1: Name
You must enter the name of your Florida LLC as it stood when the company was dissolved. If your company was dissolved more than one year previous to filing a reinstatment, it is possible that another company has now formed with your company’s name. If this is the case, you cannot change the name on the reinstatement. You must file an amendment with the Florida Registration Section.
Box 2: Principal Place of Business
You must list the physical address of your principal place of business (this cannot be a PO box).
Box 3: Mailing Address
List your LLC’s mailing address.
Box 4: Origin
List the name of the state or country (if not the US) in which your LLC was originally formed.
Box 5: Organization Date
You must list the original date of your LLCs organization with the Division of Corporations. If you’re reinstating a foreign LLC, this is the date of your foreign registration.
Box 6: FEIN
If your Florida LLC has a Federal Employer Identification Number, you must list this here.
Box 7: Status Request
If you are requesting a Certificate of Status after your reinstatement is processed, then you must check the box and pay a $5 fee. A Certificate of Status will be issued and sent to your LLC’s mailing address unless you include a cover letter that indicates a different address.
Box 8: Registered Agent
You must list the name and address of your current Florida registered agent. You cannot list a PO box.
Box 9: Signature of Registered Agent
The Division of Corporations requires that a reinstatement be signed by your registered agent. If you are submitting the reinstatement online, the name of the agent is considered a valid signature.
Box 10: Management
List the names and addresses of each manager or authorized representative of your Florida LLC.
Box 11: Email
This email address should be the address at which you wish to receive future LLC Annual Report notices.
Box 12: Signature
Signature must be of a manager or authorized representative listed in Box 10 (or by a trustee or receiver, if the LLC is in the hands of a receiver).
Where to Send the Reinstatement:
Division of Corporations
PO Box 6327
Tallahassee, FL 32314
What is the Penalty for Administrative Dissolution?
It depends on the reason why your LLC was dissolved by the Division of Corporations. If you failed to file an Annual Report, for example, you would have to pay the $400 late filing fee, and then the fee for every missed Annual Report ($138.75 per report).
If your LLC was dissolved for failure to maintain a Florida registered agent, then you would not have to pay a $400 late filing fee.
The penalty you must pay is unique to each company.
If I’m Dissolved, Can Another LLC Take My Name?
When your Florida LLC is dissolved, your company name remains technically registered to you for another year. After one year, the name becomes available once again to other entities. Should you reinstate after one year and your name is now registered to another company, you will have to change your LLC name.
If I Voluntarily Dissolved, Do I File a Reinstatement?
No. If your Florida LLC dissolution was voluntary by its members, you need to file a Revocation of Dissolution in order to revive the LLC and continue doing business again. A Florida LLC revocation of dissolution will restore your company’s legal standing in the state.