Florida LLC Reinstatement — Restoring a Dissolved LLC

If your Florida LLC has been administratively dissolved by the Division of Corporations — typically for failure to file the annual report by May 1 — you may be able to reinstate it rather than forming a new entity. Under §605.0715 of the Florida Revised LLC Act, reinstatement is available within two years of the administrative dissolution date. This page covers the requirements, costs, and process.

For all post-formation obligations, see our after-formation overview.

When Reinstatement Is Available

Eligible for reinstatement:

• Your LLC was administratively dissolved (for non-filing of annual report)
• The dissolution occurred within the past two years
• You can pay all outstanding fees and penalties

NOT eligible for reinstatement:

• More than two years have passed since administrative dissolution
• Your LLC was voluntarily dissolved (you filed Articles of Dissolution intentionally)
• Your LLC was judicially dissolved by court order

If more than two years have passed, your only option is to form a new LLC ($125) with a new document number. You cannot revive the old entity.

Cost of Reinstatement

Reinstatement costs depend on how many years of delinquent reports are owed:

Example: Your LLC was dissolved in September 2025 for not filing the 2025 annual report. You seek reinstatement in March 2026. You owe:

• 2025 delinquent report: $138.75
• 2025 late fee: $400
• 2026 annual report (now due): $138.75
• Total: $677.50 (minimum to reinstate and bring current)

The Division may also charge a reinstatement filing fee (check current Sunbiz.org fee schedule). The total can exceed $1,000 for LLCs dissolved for two years of non-compliance.

Reinstatement Process Through Sunbiz.org

1. Go to sunbiz.org and locate your dissolved LLC by searching its name or document number
2. The entity record shows status "Admin Dissolved/Revoked" with the dissolution date
3. Select the reinstatement filing option (available if within the two-year window)
4. File all delinquent annual reports — the system will prompt you to file each missing year
5. Pay all outstanding fees, late fees, and any reinstatement processing fee
6. Confirm current registered agent information (must still meet §605.0113 requirements — Florida resident individual or authorized business entity with FL physical address)
7. Submit — processing typically takes 1-2 business days

Upon approval, your LLC's status changes back to "Active" on Sunbiz.org. The entity's original document number and formation date are preserved.

Effect of Reinstatement

Under §605.0715(3), reinstatement relates back to and takes effect as of the date of administrative dissolution. This means:

• The LLC is treated as if dissolution never occurred
• Contracts entered into during the dissolution period may be validated retroactively
• The LLC's continuous existence (from original formation to present) is preserved

However: Activities conducted between dissolution and reinstatement exist in a legal gray area. While reinstatement relates back, courts may examine whether specific transactions during the dissolved period are enforceable. It is best to reinstate promptly and not rely on retroactive validation for significant business activities.

Reinstatement vs. Forming a New LLC

When reinstatement makes sense: You have existing contracts, business relationships, bank accounts, or a track record tied to the original LLC. Preserving continuity justifies the higher reinstatement cost.

When a new LLC makes sense: The dissolved LLC has no significant contracts or assets, or the total reinstatement cost (multiple years of back fees) significantly exceeds $125. Starting fresh is simpler and cheaper.

FAQ

What is the deadline for reinstatement?

Two years from the date of administrative dissolution (§605.0715). Administrative dissolution typically occurs on the third Friday in September. So if dissolved in September 2025, you have until approximately September 2027 to reinstate. After two years, the option expires permanently.

Can someone else take my LLC name while it is dissolved?

Potentially. Once your LLC is administratively dissolved, the name may become available for others to use. If someone else forms an entity with your name during the dissolution period, you may not be able to reinstate under the original name — you might need to reinstate under a different name or contest the other filing.

Do I need a registered agent to reinstate?

Yes. You must have a valid Florida registered agent at the time of reinstatement — same requirements as formation (§605.0113: Florida resident individual or authorized business entity with physical FL address). If your previous registered agent is no longer available, you must designate a new one during the reinstatement process.

Is there a penalty beyond the late fees?

The $400-per-year late fee is the primary penalty. There is no separate "reinstatement penalty" beyond the accumulated late fees and delinquent report fees. However, during the dissolution period, your LLC may have suffered practical consequences — lost contracts, inability to sue in its own name, or potential personal liability for members who conducted business during dissolution.

Can I reinstate a voluntarily dissolved LLC?

Generally no. Voluntary dissolution (where you filed Articles of Dissolution) is considered final. The reinstatement provisions of §605.0715 apply specifically to administrative dissolution. If you voluntarily dissolved and want to reverse it, you would typically need to form a new LLC.