Florida Annual Report: Deadlines, Fees, and Late Penalties

Every business entity registered with the Florida Division of Corporations must submit a Florida annual report between January 1 and May 1 each year to keep its active, good-standing status. The report is not a financial statement. It confirms or updates the public record about who runs the business, where it operates, and who accepts legal papers on its behalf. The filing fee ranges from $61.25 for nonprofits to $500 for limited partnerships, and the state adds an automatic $400 penalty to any report filed after May 1.

Who Has to File

Florida requires annual reports from nearly every registered business entity: domestic and foreign profit corporations, nonprofit corporations, limited liability companies, limited partnerships, and limited liability limited partnerships.¹ The obligation applies whether or not anything changed during the previous year. Same address, same officers, same registered agent? You still file, and you still pay.

Entities formed during the current calendar year generally skip that year’s filing. The Division of Corporations’ portal applies the annual report requirement only to entities formed before January 1 of the filing year.² A business formed in October 2025 would file its first report between January 1 and May 1 of 2026.

What the Report Contains

The report verifies a short list of data points on the state’s public record. For corporations, the statute requires:³

The entity’s exact legal name on file (or the authorized name for foreign entities).
The Federal Employer Identification Number (FEIN).
The principal office street address, plus a separate mailing address if different.
The registered agent’s name and Florida street address.
Names and addresses of officers and directors for corporations, or managers and authorized members for LLCs.

You also need the entity’s document number, which the Division of Corporations assigned at registration. That number is how the Sunbiz system pulls up your filing. If you don’t have it, you can look it up by searching the entity name on Sunbiz.

Deadline and Fees by Entity Type

The filing window opens January 1 and closes at 11:59 PM EST on May 1.¹ Base fees:

Nonprofit corporation: $61.25⁴
Limited liability company: $138.75⁵
Profit corporation: $150.00⁴
Limited partnership or limited liability limited partnership: $500.00⁶

If you change your registered agent as part of the filing, a separate charge applies: $35.00 for corporations and $25.00 for LLCs.⁵

The $400 Late Fee

Any report filed after May 1 triggers a $400 late fee on top of the base. A late LLC filing runs $538.75. A late profit corporation filing runs $550.00. A late limited partnership filing runs $900.00. The state will not waive or reduce the penalty, even if you never received a reminder notice.¹

Nonprofit corporations are the one exception. The $400 surcharge does not apply to them.¹ Nonprofits still must file by May 1 to stay in good standing, and they can still be administratively dissolved for prolonged non-filing, but the punitive late fee is waived.

How to File Through Sunbiz

Annual reports are filed electronically through Sunbiz, operated by the Division of Corporations. Paper filings of the report itself are not accepted, though you can mail payment separately if needed.¹

Go to the Sunbiz annual report page and enter your document number. The system displays the information currently on file. Review every field: principal address, mailing address, registered agent, and the names and titles of officers, directors, or managers. Update anything that changed. If nothing changed, confirm each field anyway and submit.

Designating a new registered agent requires that person to accept the role by typing their name in the electronic signature block. Under Florida law, that typed name carries the same legal weight as a handwritten signature.¹ The agent must have a physical Florida street address. A P.O. box will not work.

You can pay by credit card (Visa, MasterCard, American Express, Discover), by debit card carrying a Visa or MasterCard logo, or from a prepaid Sunbiz E-File account. Card payments process immediately and the report typically posts within minutes. To pay by check or money order, print a payment voucher after submitting the report, mail it with payment to the Department of State, and allow extra processing time. Checks must be drawn on a U.S. bank in U.S. currency.¹

Fixing a Report After You File

If a submitted report contains an error, you can correct it by filing an amended annual report through Sunbiz. The process mirrors the original filing: enter your document number, update the incorrect fields, and pay. The fee is $50.00 for LLCs and $61.25 for profit corporations.⁵⁴

The amended report is a correction tool, not an extension of the deadline. If you need to update information mid-year rather than fix a mistake, the amended report serves that purpose too.

What Happens If You Miss May 1

Missing the deadline is expensive, but it does not kill the business immediately. You can still file through the summer and into September by paying the $400 late fee alongside the base fee. The real danger is letting the lapse run into late September.

Administrative Dissolution

If the report still has not been filed by the third Friday in September, the state administratively dissolves the entity on the fourth Friday of that month.⁷⁸ The same rule applies to corporations, LLCs, and limited partnerships, and a parallel statute covers nonprofits.⁹

A dissolved entity does not disappear, but it loses the authority to operate. It cannot carry on business except to wind down affairs and notify creditors.⁸ In practice, that means no new contracts, no new bank accounts, no filing lawsuits, and no ability to defend against them. Banks and business partners checking Sunbiz will see an inactive status, which tends to freeze commercial relationships fast.

Personal Liability

Under Florida’s revised LLC act, a manager or member who acts on behalf of a dissolved LLC while knowing it has been dissolved can be held personally liable for debts arising from those actions.⁷ The liability shield that LLCs give their owners depends on the entity being in good standing. Corporate officers and directors face similar exposure. Liability can be eliminated after the fact if the entity is reinstated and the members or board ratify what was done during the dissolution period, but counting on that is a gamble.

Reinstating a Dissolved Entity

Reinstatement is possible, and the costs add up quickly. The process involves submitting a reinstatement application through Sunbiz and paying a reinstatement fee plus any past-due annual report fees. The reinstatement application substitutes for the missed reports.¹⁰

The total depends on entity type and when you file relative to year-end:

Profit corporation reinstating before December 31: $600 reinstatement fee plus $150 annual report fee, totaling at least $750.
Profit corporation reinstating on or after January 1: $600 plus $300 in annual report fees (two calendar years), totaling at least $900.
LLC reinstating before December 31: $100 plus $138.75, totaling at least $238.75.
LLC reinstating on or after January 1: $100 plus $277.50 (two calendar years), totaling at least $377.50.

The application asks for the same information as an annual report, including updated addresses, registered agent details, and officer or manager names. The registered agent must electronically accept the designation. One hard limit: entities that were voluntarily dissolved, merged, canceled, or withdrawn cannot use this process.¹⁰ Reinstatement is only available for entities the state administratively dissolved.

Online reinstatement applications paid by credit card or Sunbiz E-File account are typically processed within 24 to 48 hours. Paying by check requires printing a voucher, mailing it with payment within 10 business days, and waiting an additional 10 to 14 days after the state receives it.

1
Florida Department of State. File Annual Report – Division of Corporations
2
Florida Department of State. Forms and Fees – Division of Corporations
3
Official Internet Site of the Florida Legislature. Florida Code 607 – Florida Business Corporation Act
4
Florida Department of State. Fees – Division of Corporations
5
Florida Department of State. LLC Fees – Division of Corporations
6
Florida Department of State. Limited Partnership Annual Report Help
7
Official Internet Site of the Florida Legislature. Florida Code 605 – Revised Limited Liability Company Act Section 0714
8
Florida Senate. Florida Statutes 607.1421 – Procedure for and Effect of Administrative Dissolution
9
Official Internet Site of the Florida Legislature. Florida Statutes 617.1421 – Corporations Not For Profit
10
Florida Department of State. Reinstatement Filing Instructions – Division of Corporations