Florida Annual Report: Sunbiz Filing, May 1 Deadline, and Late Fees

Every business registered with Florida’s Division of Corporations must file a Florida annual report between January 1 and May 1 each year to keep its active status. The filing is done electronically through Sunbiz, the fee runs from $61.25 for nonprofits to $500 for limited partnerships, and anything filed after May 1 picks up an automatic $400 late penalty that the state will not waive.¹ The report is not a financial statement. It confirms or updates the public record about who runs the business and where it can be reached.

Who Has to File

The obligation covers nearly every registered entity type: domestic and foreign profit corporations, nonprofit corporations, limited liability companies, limited partnerships, and limited liability limited partnerships.¹ It applies whether or not anything about your business changed in the last year. Same address, same officers, same registered agent as last year? You still file and still pay.

One exception matters for new businesses. If your entity was formed during the current calendar year, you generally don’t file until the following year. The Sunbiz portal specifies that annual reports apply to entities formed before January 1 of the filing year, so a business registered in October 2025 would file its first report between January 1 and May 1 of 2026.²

What Information You Need

Gather the following before you start the filing:³

Your entity’s document number, assigned by the Division of Corporations when the business was first registered. If you don’t have it, search the entity name on Sunbiz to look it up.
The exact legal name on file.
Your Federal Employer Identification Number (FEIN).
The principal street address and, if different, a mailing address.
The name and Florida street address of your registered agent. A P.O. box does not qualify.
Names and addresses of officers and directors for a corporation, or managers and authorized members for an LLC.

Filing Fees by Entity Type

The base fee depends on what kind of entity you have:

Nonprofit corporation: $61.25⁴
Limited liability company: $138.75⁵
Profit corporation: $150.00⁴
Limited partnership or limited liability limited partnership: $500.00⁶

Changing your registered agent as part of the annual report adds a separate fee: $35.00 for a corporation, $25.00 for an LLC.⁵

The May 1 Deadline and the $400 Late Fee

The filing window closes at 11:59 PM EST on May 1. Any report filed after that time adds a flat $400 late fee to the base fee.¹ That brings a late LLC filing to $538.75, a late profit corporation filing to $550.00, and a late limited partnership filing to $900.00. There’s no provision to waive or reduce the penalty, and not receiving a reminder from the state is not a reason it will be lifted.

Nonprofit corporations are the one carve-out. They aren’t subject to the $400 late fee, though they still must file by May 1 to stay in good standing and still face administrative dissolution if they let things go too long.¹

How to File on Sunbiz

The report is filed electronically through the Sunbiz website. There is no paper option for the report itself, though you can mail payment separately if needed.¹

Go to the Sunbiz annual report page and enter your document number. The system pulls up the information currently on file. Work through every field: principal address, mailing address, registered agent, officers, directors, or managers. Update whatever changed. If nothing changed, confirm each field anyway and submit.

If you’re designating a new registered agent, that person must accept the role by typing their name into the electronic signature block. Under Florida law, a typed name there carries the same weight as a handwritten signature.¹

Payment options online include Visa, MasterCard, American Express, or Discover credit cards, Visa or MasterCard debit cards, and prepaid Sunbiz E-File accounts. Card payments post the report within minutes. If you’d rather pay by check or money order, you print a voucher after submitting and mail it in. Checks must be drawn on a U.S. bank in U.S. currency, and expect additional processing time.¹

Fixing an Error After You Submit

If you notice a mistake after filing, you can submit an amended annual report through Sunbiz. You enter your document number, correct the information, and pay: $50.00 for LLCs, $61.25 for profit corporations.⁵⁴ The amended report is a correction tool, not an extension, and doesn’t replace the original filing obligation. It can also be used mid-year if your business information changes and you want the public record updated before the next annual cycle.

What Happens If You Don’t File

Missing May 1 is expensive but not immediately fatal. You can still file through the summer with the $400 penalty attached. The real cliff is September.

Administrative Dissolution

If the report is still outstanding by the third Friday in September, the state administratively dissolves the entity on the fourth Friday of that same month.⁷⁸ The rule applies to corporations, LLCs, and limited partnerships, and a parallel provision covers nonprofit corporations.⁹

A dissolved entity doesn’t disappear, but it loses authority to do anything except wind down and notify creditors.⁸ In practice, that shuts down new contracts, freezes new bank accounts, and blocks the entity from initiating or defending lawsuits. Anyone who checks Sunbiz sees an inactive status, and commercial relationships tend to seize up quickly after that.

Personal Liability

The stakes turn personal at this stage. Under Florida’s revised LLC act, a manager or member who acts on behalf of an administratively dissolved LLC while knowing about the dissolution can be held personally liable for debts that arise from those actions.⁷ The liability shield that comes with an LLC depends on the entity being in good standing. Comparable exposure reaches corporate officers and directors. The liability can be cleared if the entity is reinstated and members or the board ratify what was done during the gap, but counting on that ratification is a gamble.

Reinstating a Dissolved Entity

Reinstatement is available for entities that were administratively dissolved, and it’s handled through Sunbiz. The reinstatement application takes the place of any missed annual reports, and you pay a reinstatement fee plus past-due annual report fees.¹⁰ The total depends on entity type and how much of the calendar has rolled over since dissolution:

Profit corporation, filed before December 31: $600 reinstatement fee plus $150 annual report fee, at least $750.
Profit corporation, filed on or after January 1: $600 reinstatement fee plus $300 in annual report fees covering two calendar years, at least $900.
LLC, filed before December 31: $100 reinstatement fee plus $138.75 annual report fee, at least $238.75.
LLC, filed on or after January 1: $100 reinstatement fee plus $277.50 in annual report fees covering two calendar years, at least $377.50.

The reinstatement application asks for the same information as a regular annual report, and the registered agent must electronically accept the designation. One important boundary: entities that were voluntarily dissolved, merged, canceled, or withdrawn cannot come back through reinstatement.¹⁰ The path exists only for administrative dissolution by the state. Online applications paid by credit card or E-File account are typically processed within 24 to 48 hours.

1
Florida Department of State. File Annual Report – Division of Corporations
2
Florida Department of State. Forms and Fees – Division of Corporations
3
Official Internet Site of the Florida Legislature. Florida Code 607 – Florida Business Corporation Act
4
Florida Department of State. Fees – Division of Corporations
5
Florida Department of State. LLC Fees – Division of Corporations
6
Florida Department of State. Limited Partnership Annual Report Help
7
Official Internet Site of the Florida Legislature. Florida Code 605 – Revised Limited Liability Company Act Section 0714
8
Florida Senate. Florida Statutes 607.1421 – Procedure for and Effect of Administrative Dissolution
9
Official Internet Site of the Florida Legislature. Florida Statutes 617.1421 – Corporations Not For Profit
10
Florida Department of State. Reinstatement Filing Instructions – Division of Corporations