Florida is considered a very friendly state for small business owners because individuals don’t have to pay state income tax. For this reason, it’s become a popular place for entrepreneurs. If you’ve recently formed a limited liability company (LLC) or incorporated a business in the Sunshine State, odds are you’ve become very familiar with filling out paperwork. This may have already included crafting a business plan, writing an operating agreement, and filing your initial registration, but eventually, you’ll also have to fill out your first annual report.
Annual report filing can feel intimidating, especially because there can be major penalties if you miss your due date or fail to correctly file. This guide can help you stay informed about the nuances when filing an annual report in Florida.
Table of Contents
- What is a Florida annual report?
- Florida Annual Report for Corporations vs LLCs
- Where do I file my Florida annual report?
- When is the Florida annual report due?
- How much does the Florida annual report cost?
- What information do I need to file my Florida annual report?
- What happens after I file my Florida annual report?
- What if I miss the deadline to file my Florida annual report?
- Who do I contact if I have issues filing my Florida annual report?
What is a Florida annual report?
Most states require businesses to file annual reports with the secretary of state. This is typically for tax and information purposes. It keeps the state and local governments updated on any changes your business may have gone through (change in officers, owners, or an address).
In Florida, the main purpose of an annual report is to ensure that a business is in good standing (i.e., they’ve paid their financial dues) and that the state is up to date on where the business is operating and who’s in charge. Unlike some states, Florida corporations do not pay a franchise tax at the time of their annual report. This is done through a separate form, Florida Form F-1120.
Florida businesses must submit their annual report to the Department of State using the Division of Corporations’ online business portal, Sunbiz.org. This is not to be confused with the 10-K report some corporations have to file with the U.S. Securities and Exchange Commission (SEC). The SEC’s report, which includes more detailed financial records, is typically required of large businesses and public, for-profit corporations.
Florida Annual Report for Corporations vs. LLCs
Both LLCs and corporations in Florida need to submit the same kind of information when they’re filing an annual report. The main difference lies in the fees, as it costs a corporation about $12 more to file. Either way, many businesses use their Florida annual report to change crucial leadership information about their company. These changes include:
- Adding, removing, or updating the names and addresses of officers, directors, managers, and authorized representatives
- Appointing a different registered agent, provided your chief financial officer (CFO) isn’t already taking on this role
- Changing your mailing address or the address of your principal office
- Changing your federal employer identification number (EIN)
Unfortunately, not every change to an Articles of Organization or Articles of Incorporation can be done in one fell swoop. In the case of a name change or if you want to appoint a registered agent who isn’t your CFO, your business will have to file separate Articles of Amendment. These forms will have to be printed out and mailed to the Division of Corporations with the required payment. You can find a very comprehensive list of forms on Sunbiz.org.
Where do I file my Florida annual report?
Corporations and LLCs must file their annual reports electronically through the State Department’s online business portal. These cannot be filed through the mail. However, if you need to file Articles of Amendment along with your annual report, there are mailing addresses available for that.
For-profit corporations can fill out this form and mail it to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
LLCs can fill out this form and mail it to:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Remember to include a check for the filing fees made out to the appropriate recipient (as listed in the form’s fine print) or your amendment will not be honored. It’s also important to note that annual reports are public records, and people can search for them on the Department of State’s website or by name.
When is the Florida annual report due?
Florida businesses can file their annual report as early as January 1, but the filing deadline is May 1. If you file late, you can expect a $400 late fee at best. At worst, your business will be administratively dissolved or revoked, and you’ll have to fill out additional paperwork and pay additional fees to be reinstated.
How much does the Florida annual report cost?
Filing an annual report in Florida costs $138.75 for LLCs and $150 for corporations. The state offers a number of different payment options including:
- Credit card (Visa, MasterCard, American Express, or Discover)
- Debit card (Visa or MasterCard)
- Prepaid Sunbiz e-file account
- Mail or courier (checks must be made out to the Florida Department of State)
- Money order
- Payment voucher
If you’re sending payment via the mail, make sure it’s postmarked by May 1st to avoid late fees.
What information do I need to file my Florida annual report?
Before you file your annual report, you’ll need to collect some information about your company. The Florida Department of State requires similar information for both corporations and LLCs. This includes:
- Your document number: This 6- or 12-digit number should have been assigned to your business when you initially registered with the Division of Corporations
- A valid email address
- Your business entity’s name. This is not a trade name but rather the official legal name listed on your business records.
- Your Employer Identification Number (EIN). Don’t use your social security number. If you don’t already have an EIN, you can apply for one on the IRS website.
- Your principal office address (i.e., where your headquarters are located)
- Your business’s mailing address if it’s different from your principal office address. This can be a P.O. box.
- The name, address, and signature of your business’s registered agent
- The names and addresses of your officers, directors, managers, and/or other authorized representatives
More detailed instructions about your annual report filing requirements are listed on the SunBiz website.
What happens after I file my Florida annual report?
After filing your Florida annual report, you should receive an email confirmation. Some business owners also choose to request a Certificate of Status when they file their report. This certifies that the business is active and in good standing (i.e., you’ve paid your dues for this year).
The certificate costs an additional $8.75 for corporations or $5 for LLCs, and it’s typically delivered as an attachment via email. You can also file a separate written request if you wish to receive a Certificate of Status through the mail. Beyond that, annual reports are filed away in the state department, where the information becomes public record and can be found in an online search.
What if I miss the deadline to file my Florida annual report?
Florida has a strict $400 late fee for businesses that fail to meet the filing deadline. This isn’t the worst of it, though. Businesses that fail to file their annual report by the third Friday of September will have their business entity dissolved or revoked. This means that your business name may be used by another Florida company. You’ll also lose your LLC or corporate status, along with all protections and tax considerations that apply.
Thankfully, businesses can be reinstated if they file a reinstatement application and pay a reinstatement fee. They’re also still on the hook for any annual report fees that they didn’t pay in the first place. You can file for a reinstatement online, and you’ll need the same information as you would to file an annual report. If another business has registered under your old business name during the lapse, you will have to file articles of amendment by mail.
Who do I contact if I have issues filing my Florida annual report?
If you’re having trouble filing your annual report, you can contact Florida’s Department of State via email at FICARReinstCorpHelp@DOS.MyFlorida.com or by phone at (850) 245-6059.
Filing Your Annual Report FAQs
How much does it cost to file an annual report in Florida?
It cost $150 for profit corporations and $138.75 for LLCs to file their annual reports in Florida.
What happens if I file my annual report late in Florida?
Late filings result in a $400 fine. If you do not submit your annual report by the third Friday of September, you may face administrative dissolution.
What happens if I don’t file my annual report at all in Florida?
Not only will you face a $400 fine, but your business entity can be administratively dissolved or revoked, meaning you’ll also lose your LLC or corporate status and any claim to your business’s legal name. In order to get back in good standing, you’ll have to file a reinstatement application and pay additional fees.
Can I use the Florida annual report to update information about my business?
You can use your annual report to update some information, like changes in leadership and a registered agent (if your CFO is not acting as your registered agent). More significant changes may require you to file Articles of Amendment by mail.
Where do I find my document number?
If you don’t remember your document number, you can search on the Division of Corporations website using your entity’s name.
If my business is closed do I still need to file the annual report?
No, you do not need to file a report, but your business must be legally dissolved.
How long does it take for my annual report to show on Sunbiz?
Online filings paid for via credit card are posted immediately, but check or money orders are processed in the order they’re received, which may take a while.
How do I make changes if I have already filed this year’s annual report?
In order to make changes to an already submitted report, you will have to file to amend your report. This costs $61.25 for a corporation and $50 for an LLC. Refer to the Department of State for additional guidance.
How do you sign the online form?
When you’re filing online, you can simply sign your signature by typing your name. This has the same legal effect as a handwritten signature.
Can I get a copy of my filled annual report?
Yes, you can download this from Sunbiz.org once your report is processed and posted.