How to Reactivate a Corporation in Florida: Costs, Filing, and Liability

To reactivate a corporation in Florida, file a reinstatement application with the Division of Corporations through Sunbiz and pay the reinstatement fee plus any missed annual report fees. For a for-profit corporation, the minimum cost is $750: a $600 reinstatement fee and one $150 annual report. Nonprofits pay a minimum of $236.25. Florida law lets you reinstate at any time after administrative dissolution, but every missed year adds another annual report fee, and after one year your corporate name is no longer protected.¹

Confirm the Status and Check Your Name

Before paying anything, pull up the corporation on the Division of Corporations’ Sunbiz search. You can look it up by name, document number, officer name, or FEIN. The detail page should show a status of “Inactive” with a notation of administrative dissolution, which confirms the corporation is eligible for reinstatement.²

While you are in the search, check that your corporate name is still available. Florida protects a dissolved corporation’s name for one year after the effective date of dissolution. Once that year passes, another entity can register it.¹ If someone else has already claimed the name, the department will not accept the reinstatement until you file Articles of Amendment adopting a new corporate name, which costs an additional $35.³

What Reinstatement Costs

For-Profit Corporations

The filing fee is $600. On top of that, you owe $150 for each annual report you missed. If you file after January 1, you also owe $150 for the current year’s annual report. The floor is $750. A corporation dissolved for five years would owe $600 plus five annual reports at $150 each, totaling $1,350.³

Not-for-Profit Corporations

Nonprofits pay $175 to reinstate, with each missed annual report costing $61.25. The minimum total is $236.25.³

Optional Certificate of Status

For an extra $8.75, you can request a certificate of status with the reinstatement. It confirms the corporation is registered, active, and current on fees. Banks, lenders, and contracting partners often ask for one. Order it with the filing and the department will email it once the reinstatement posts.⁴

Information You Will Need

The reinstatement application must be signed by both the registered agent and an officer or director. It asks for:¹

The corporation’s exact legal name and document number
Principal office address and mailing address (both fields are required even if the same)
Date of original organization
Federal Employer Identification Number, or an indication that one has been applied for
Name, title, and address of at least one officer or director

The same form lets you update your registered agent, registered office, and officer or director information. If anything has changed since the dissolution, handle it on the reinstatement rather than filing a separate change afterward.⁵

How to File

Online Through Sunbiz

The e-filing portal on Sunbiz is the fastest option and is available for any corporation dissolved for 10 years or less. Pay by credit card or prepaid Sunbiz e-file account. If the dissolution happened less than a calendar year ago, the reinstatement posts immediately upon payment. If it has been longer, allow two to three business days.⁵

By Mail

Paper filings are required if your dissolution is older than 10 years, and allowed otherwise. Print the completed application, include a check or money order payable to the Florida Department of State in U.S. currency drawn on a U.S. bank, and attach the required payment voucher. Send everything to:⁵

Department of State
Division of Corporations
Annual Report / Reinstatement Check Voucher
P.O. Box 6198
Tallahassee, FL 32314

Recent processing data from the Division of Corporations shows turnaround within about one business day for both online and check-payment filings, though timing can shift during peak periods.⁶

What Reinstatement Actually Does

Once the department approves the filing, the reinstatement is retroactive to the original date of administrative dissolution. The corporation is treated as if the dissolution never happened. Contracts signed, debts incurred, and business conducted during the dissolved period are validated as corporate acts.¹

One limit: the retroactive effect does not override the rights of anyone who relied on the dissolution before learning the corporation had been reinstated. If a creditor or counterparty took action based on the inactive status, that action stands.

Personal Liability for Business Done While Dissolved

A dissolved corporation keeps its legal identity but is only allowed to conduct business necessary to wind up and liquidate. Any officer, director, or agent who kept operating as usual while the corporation was dissolved, signing contracts or taking on debt, faces personal liability for those obligations if they had actual notice of the dissolution.⁷

Reinstatement alone does not erase that exposure. Under the statute, the personal liability terminates only when the board of directors or shareholders formally ratifies the actions taken during the dissolution period, after reinstatement.⁷ If the corporation operated during the inactive period, hold a board meeting as soon as the reinstatement posts and pass a resolution ratifying every transaction from that window. The president, sole director, or registered agent will have a hard time arguing they did not know about the dissolution, so this step matters most for the people most exposed.

Staying Active After Reinstatement

Future annual reports are due between January 1 and May 1 of each calendar year. Missing May 1 triggers a $400 late fee, and continued non-filing restarts the path toward another administrative dissolution. The Division of Corporations does not send reminders, so the deadline is yours to track.⁴

Beyond the annual report, confirm your registered agent is still current and willing to serve, renew any state or local business licenses that lapsed during the dissolution, and check whether the corporation owes back filings to the Florida Department of Revenue for corporate income tax. A reinstated corporation that neglects these pieces often ends up back in the same position within a year.

1
Florida Senate. Florida Code 607.1422 – Reinstatement Following Administrative Dissolution
2
Florida Department of State. Search Records – Division of Corporations
3
Florida Department of State. Division of Corporations – Fees
4
Florida Department of State – Division of Corporations. Profit and NonProfit Reinstatement Help
5
Florida Department of State. File Reinstatement
6
Florida Department of State. Document Processing Dates
7
Justia Law. Florida Code 607.1421 – Procedure for and Effect of Administrative Dissolution