Florida Corporation Annual Report: Fees, Deadlines, and Late Penalties

Every Florida corporation has to file a Florida corporation annual report with the Division of Corporations between January 1 and May 1 each year. The base fee is $150 for a profit corporation. Miss May 1 and the state tacks on a $400 late fee automatically. Miss the third Friday in September and the state can administratively dissolve the corporation, which strips its right to do business and can expose officers and directors to personal liability.¹

Who Has To File

Every domestic corporation and every foreign corporation authorized to do business in Florida must file an annual report with the Department of State, Division of Corporations. That covers both for-profit and nonprofit corporations.¹ LLCs, limited partnerships, and LLLPs file their own versions of the report under separate statutes.²

A foreign corporation that never obtained a certificate of authority because it isn’t transacting business in Florida has no filing obligation.³

The report is required even if nothing about the corporation changed during the year. Its purpose is to confirm or update the information on record, and skipping a year because “nothing changed” is one of the common ways corporations end up with late fees or dissolution notices.

What It Costs

The fee depends on entity type:⁴

Profit corporation: $150.00
Nonprofit corporation: $61.25
Limited liability company: $138.75
Limited partnership or LLLP: $500.00

File after May 1 and a $400 late fee is added for profit corporations, LLCs, limited partnerships, and LLLPs. That brings a late-filing profit corporation to $550 total. Nonprofit corporations don’t owe the $400 late fee, but they can still be dissolved for failing to file.²

Information You’ll Need Before You Start

The report asks for a focused set of details, so gather them before logging in:¹

The corporation’s official name as it appears on state records (or, for foreign corporations, the name under which Florida authorized it to do business).
The street address of the principal office, plus a mailing address if different.
The date of incorporation. Foreign corporations also list the jurisdiction of incorporation and the date they were authorized in Florida.
The federal employer identification number, or a note that one has been applied for.
Names and business street addresses of each director and principal officer.
The registered agent’s name and address. If what you enter differs from state records, the filing automatically acts as a change-of-agent statement.

All information must be accurate as of the date you submit the report.

How To File on Sunbiz

Filing is done online through Sunbiz.org, the Division of Corporations’ website.⁵ You’ll need the corporation’s document number, the six- or twelve-digit identifier assigned at registration. The system pre-populates most fields from your previous filing, so for many corporations the task is reviewing and confirming rather than retyping everything.

Payment is accepted by Visa, MasterCard, American Express, Discover, debit cards carrying a Visa or MasterCard logo, and prepaid Sunbiz E-File accounts.² Card payments run through a third-party processor, so your statement will show “NIC DOS DIVISION OF CORP” rather than the state’s name.

The May 1 Deadline and the $400 Late Fee

The filing window runs from January 1 through 11:59 PM EST on May 1. A corporation’s first annual report is due between January 1 and May 1 of the year after its articles of incorporation took effect, so a corporation formed in October 2025 files its first report by May 1, 2026.¹

Any profit corporation, LLC, limited partnership, or LLLP that files after May 1 is assessed the $400 late fee. The fee is automatic and non-negotiable. If you’re mailing a paper payment voucher, the postmark must be on or before May 1.²

What Happens if You Miss the September Deadline

If the report still hasn’t been delivered by 5:00 PM Eastern Time on the third Friday in September, the Department of State can begin dissolving the corporation.⁶ The dissolution itself takes effect on the fourth Friday in September.⁷

A dissolved corporation still legally exists, but only for the limited purpose of winding up its affairs and notifying creditors. It cannot carry on normal operations.⁷

Loss of Court Access

Even before dissolution, a corporation that hasn’t filed its annual report cannot file or maintain lawsuits in any Florida court. Court access is restored only after the overdue report is filed and all fees and penalties are paid.¹ If you’re in the middle of litigation or need to enforce a contract, a missed report can freeze your ability to act.

Personal Liability for Officers and Directors

This is the consequence most owners don’t anticipate. Any director, officer, or agent who knows about the dissolution and still acts on behalf of the corporation is personally liable for debts and obligations created by those actions.⁷ The corporate shield that normally protects owners from business debts disappears for new transactions after dissolution. That personal exposure lasts until the corporation is reinstated and the board ratifies the actions taken in the interim.

How To Reinstate a Dissolved Corporation

A corporation dissolved for failure to file can apply for reinstatement at any time. Reinstatement requires:⁸

Payment of the $600 reinstatement fee, plus every unpaid annual report fee and late fee that accumulated during the dissolution period.⁴
A reinstatement application or current annual report, signed by both the registered agent and an officer or director.
Updated corporate information, including name, principal office address, date of organization, FEIN, and at least one officer or director name and address.

For a profit corporation dissolved for a single year, the arithmetic is straightforward: $600 reinstatement, $150 annual report, and $400 late fee come to $1,150 at minimum. Multiple missed years multiply the annual report and late fees.

Once reinstatement takes effect, it relates back to the date of dissolution, so the corporation is treated as though it was never dissolved.⁸ Third parties who relied on the dissolution in good faith before learning of the reinstatement, however, keep any rights they acquired in the meantime.

One more risk to watch: the corporation’s name is protected only for one year after dissolution. If another entity has taken the name by the time you move to reinstate, you’ll have to amend the articles and adopt a new name first.⁸

1
Justia Law. Florida Code 607.1622 – Annual Report for Department
2
Florida Department of State. File Annual Report
3
Florida Senate. Florida Code 607.1501 – Authority of Foreign Corporation to Transact Business Required
4
Florida Department of State. Fees – Division of Corporations
5
Florida Department of State. Annual Report Instructions
6
Justia Law. Florida Code 607.1420 – Administrative Dissolution
7
Florida Senate. Florida Code 607.1421 – Procedure for and Effect of Administrative Dissolution
8
Florida Senate. Florida Code 607.1422 – Reinstatement Following Administrative Dissolution