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.
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 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.
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:
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.
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.
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.
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.
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:
If you’re sending payment via the mail, make sure it’s postmarked by May 1st to avoid late fees.
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:
More detailed instructions about your annual report filing requirements are listed on the SunBiz website.
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.
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.
If you’re having trouble filing your annual report, you can contact Florida’s Department of State.
It cost $150 for profit corporations and $138.75 for LLCs to file their annual reports 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.
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.
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.
If you don’t remember your document number, you can search on the Division of Corporations website using your entity’s name.
No, you do not need to file a report, but your business must be legally dissolved.
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.
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.
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.
Yes, you can download this from Sunbiz.org once your report is processed and posted.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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