A Florida LLC lasts indefinitely. When you file your Articles of Organization, the state assumes the company will exist in perpetuity unless you write a specific end date into those formation documents. There is no built-in expiration and no renewal of the LLC itself. The only things that can end it are a vote by the members, a court order, or the state dissolving it for failing to meet basic compliance requirements.
Perpetual Duration Is the Default
Florida law treats every LLC as having perpetual duration unless the Articles of Organization say otherwise. You can set a termination date on the formation filing, but almost nobody does. Leave the duration field blank or select “perpetual” and your LLC has no expiration.
A Florida LLC can outlive its founders, pass through generations, or sit dormant for years, and it remains a legal entity the whole time, as long as it stays in good standing with the state.
What You Have to Do Every Year
Two ongoing obligations keep a Florida LLC alive: filing an annual report and maintaining a registered agent. Miss either one for long enough and the state will end the company for you.
Annual Report
Every Florida LLC must file an annual report with the Department of State between January 1 and May 1 of each year. The report updates basic information on file: principal office address, mailing address, and the names and addresses of people authorized to manage the company.1FindLaw. Florida Statutes 605.0212 – Annual Report The filing fee is $138.75.2Florida Department of State. LLC Fees
Miss the May 1 deadline and you can still file late, but the fee jumps to $538.75.2Florida Department of State. LLC Fees That $400 penalty is painful, but the bigger risk is letting the whole year slip, because administrative dissolution follows in September.
Registered Agent
Your LLC must continuously maintain a registered agent with a physical street address in Florida. The agent can be an individual who resides in the state or an authorized business entity with a Florida office, and the agent’s address must match the LLC’s registered office address on file.3FindLaw. Florida Statutes 605.0113 – Registered Agent If your agent resigns or moves out of state and you don’t appoint a replacement within 30 days, the Department of State can begin dissolution proceedings.
How the State Can End Your LLC
Administrative dissolution is how the state clears out LLCs that stop complying. The most common trigger is a missed annual report, but the Department of State can also dissolve your LLC for losing its registered agent or failing to pay fees owed to the department.4Florida Senate. Florida Statutes 605.0714 – Administrative Dissolution
For annual report failures, the schedule is fixed. May 1 deadline, late-filing window open through September, administrative dissolution on the fourth Friday in September.4Florida Senate. Florida Statutes 605.0714 – Administrative Dissolution The department sends a notice of dissolution, which may arrive by email if you provided one on file. For other compliance failures, the department sends a 60-day notice of intent to dissolve so you have time to fix the problem.
A court can also order dissolution, but only in limited circumstances such as fraud, deadlock among members, or abuse of the entity’s authority.5Online Sunshine. Florida Statutes 605.0702 – Grounds for Judicial Dissolution
What Administrative Dissolution Actually Means
A dissolved LLC does not vanish. It continues to exist as a legal entity, but it can only carry on activities necessary to wind up its affairs, pay off debts, and distribute remaining assets.4Florida Senate. Florida Statutes 605.0714 – Administrative Dissolution It cannot take on new business, enter new contracts, or file lawsuits. A company that has not filed its report and paid all fees cannot maintain or defend any action in a Florida court.1FindLaw. Florida Statutes 605.0212 – Annual Report
The liability concern is real. If members keep running the business as though the LLC were still active after dissolution, they risk being treated as individuals rather than representatives of a limited liability entity, and a court could hold them personally responsible for obligations incurred during that period. The registered agent’s authority to accept legal service continues, so lawsuits against the dissolved LLC can still proceed.4Florida Senate. Florida Statutes 605.0714 – Administrative Dissolution
Bringing a Dissolved LLC Back
If your LLC was administratively dissolved, you can apply to the Department of State for reinstatement at any time. There is no deadline, so an LLC dissolved years ago can still come back. The reinstatement application must be signed by both the registered agent and an authorized representative.6Online Sunshine. Florida Statutes 605.0715 – Reinstatement
Reinstatement costs $100 plus $138.75 for each year the LLC was dissolved, covering the missed annual reports.7Division of Corporations – Florida Department of State. File Reinstatement An LLC dissolved for five years, for example, would owe $100 plus $693.75 in back fees, totaling $793.75. Any additional penalties owed to the department must also be paid.
Once the department approves reinstatement, it relates back to the date of dissolution as though it never happened, and the LLC can resume operations immediately.6Online Sunshine. Florida Statutes 605.0715 – Reinstatement The rights of anyone who relied on the dissolution in the meantime are protected, so a business decision someone made based on your LLC being dissolved stands.
One catch on the name. Your LLC’s name is reserved for one year after administrative dissolution. After that, another business can claim it, and if someone has by the time you apply, you will need to amend your Articles of Organization with a new name before the department will process the reinstatement.6Online Sunshine. Florida Statutes 605.0715 – Reinstatement
Ending the LLC on Purpose
When members decide to close the LLC on their own terms, the process starts with whatever dissolution procedure the operating agreement lays out. Most agreements require a vote. If the operating agreement is silent, Florida law provides default rules.
After the members agree, the LLC must file Articles of Dissolution with the Department of State. The filing includes the LLC’s name, the event that triggered the dissolution, and a delayed effective date if the dissolution is not meant to take effect immediately.8Online Sunshine. Florida Statutes 605.0707 – Articles of Dissolution The filing fee is $25.9Florida Department of State. Fees
Winding Up
Filing the Articles of Dissolution does not end everything instantly. The LLC enters a winding-up period during which it must pay or make arrangements for all debts and obligations, settle ongoing affairs, and distribute any remaining assets to members.10Online Sunshine. Florida Statutes 605.0709 – Winding Up During winding up the LLC can still sue or be sued, sell property, settle disputes, and transfer assets. What it cannot do is take on new business.
Don’t Forget the IRS
Dissolving your LLC with the state does not end your obligations to the IRS. A multi-member LLC taxed as a partnership must file a final Form 1065 by the 15th day of the third month after the tax year ends. If you dissolve mid-year, the final short-year return is due by the 15th of the third month after the month of dissolution.11Internal Revenue Service. Starting or Ending a Business Mark the return “final” so the IRS knows not to expect more.
You should also close your IRS business account by sending a letter that includes your LLC’s legal name, EIN, business address, and the reason for closing.12Internal Revenue Service. Closing a Business Florida has no state income tax, so there is no state income tax return to file, but if your LLC collected sales tax, you will need to file a final sales tax return with the Florida Department of Revenue.