You can use an inactive LLC name in Florida, but only after a holding period expires: 120 days if the original company was voluntarily dissolved, or one year if the state administratively dissolved it. Once that window closes and the name meets Florida’s “distinguishable” standard, you claim it by filing Articles of Organization with the Division of Corporations.
Read the Status on Sunbiz First
Start at search.sunbiz.org and enter the core words of the name without suffixes or punctuation, since Florida ignores those differences when comparing names. The result will carry one of three status labels that matter here:
- Active. The LLC is still operating. The name is not available.
- Inactive. The LLC has been dissolved and the holding period has expired. The name is available.
- INACT/UA (Inactive/Unavailable). The LLC is dissolved, but the name is still inside its statutory holding period and cannot be claimed yet.
The label that trips people up is INACT/UA. The company is gone, but the name is temporarily reserved for the former owners in case they reinstate or wrap up remaining affairs.1Florida Department of State. Explanation of Status Terms The entity’s detail page shows the dissolution date, which is where your clock starts.
How Long the Name Is Held
Voluntarily Dissolved LLCs
When the owners themselves filed Articles of Dissolution, the name is held for 120 days from the dissolution date. After day 120, the name is open for a new entity to register.2Florida Department of State. Division of Corporations FAQs
Administratively Dissolved LLCs
When the state dissolves an LLC (most often for failing to file the annual report, which triggers dissolution on the fourth Friday in September), the name is protected for one full year from the dissolution date. During that year the former owners hold the exclusive right to reinstate by filing a reinstatement application and paying the $100 reinstatement fee plus any missed annual report fees.3Florida Senate. Florida Code 605.0715 – Reinstatement File formation documents before the year is up and your application will be rejected.
The Consent Shortcut
The dissolved LLC can give written consent for another entity to use the name before the holding period ends.3Florida Senate. Florida Code 605.0715 – Reinstatement If you can reach the former owners, that consent, submitted with your filing, can save you months.
Florida’s Distinguishable Name Standard
Clearing the holding period is not the end of it. Your name still has to be “distinguishable” from every active entity on file, and the standard is narrower than most people assume. A name is not distinguishable from an existing one if the only difference is:4The Florida Legislature. Florida Code 605.0112 – Name
- A suffix. “LLC” versus “Inc.” does not make two names distinguishable.
- An article. “The Blue Door” and “Blue Door” are treated as the same name.
- “And” versus “&.” “Smith and Jones” is identical to “Smith & Jones.”
- Singular, plural, or possessive. “Baker,” “Bakers,” and “Baker’s” are all the same.
- Punctuation or symbols. A hyphen or exclamation point does not create a new name.
If an active entity already holds a name that differs from yours by only one of those elements, the Division of Corporations will reject your filing. Written consent from that entity, filed with your formation documents, will let the registration through as long as the names are not completely identical.4The Florida Legislature. Florida Code 605.0112 – Name
Reserving the Name While You Wait
If a name will clear soon but you are not ready to file Articles of Organization, you can reserve it with the Division of Corporations for $25.5Florida Department of State. LLC Fees – Division of Corporations A reservation is useful when you are watching an inactive name’s holding period run out and want to lock it in the moment it becomes available.
Filing to Claim the Name
Once the name is available, you claim it by filing Articles of Organization. The mandatory fees are $100 for the Articles and $25 for the required registered agent designation, totaling $125. Filing is available online or by mail. Do not use the name or hold yourself out under it until you receive the confirmation letter from the Division, which lists your LLC’s name, document number, filing date, and effective date.6Florida Department of State. Division of Corporations – Florida Limited Liability Company
Sunbiz Clearance Is Not Trademark Clearance
A clear Sunbiz search tells you no other Florida entity holds the name. It does not tell you whether a business elsewhere holds a federal trademark on it, and using a name that infringes a live mark can expose you to a claim regardless of your Florida registration. Florida’s own name statute is explicit that filing a name with the Division does not create ownership rights beyond common law.4The Florida Legislature. Florida Code 605.0112 – Name
Before you commit, search the USPTO’s trademark database at tmsearch.uspto.gov. You can run exact-match searches on word marks and filter to live registrations.7United States Patent and Trademark Office. Federal Trademark Searching: Getting Started A live mark that matches or closely resembles your intended name in a related industry is a reason to pick a different name or talk to a trademark attorney before filing.