Reinstate a Dissolved Florida LLC — Complete Process

If your Florida LLC was administratively dissolved by the Division of Corporations — typically for failure to file the annual report by the September dissolution date — you can reinstate it within two years under §605.0715. Reinstatement restores your LLC to active status as if the dissolution never occurred, preserving your original formation date, document number, and entity continuity. However, it requires paying all delinquent fees and penalties, which can total $500-$1,200+ depending on how many years are missed.

For the full reinstatement details, see our reinstatement page. For all compliance guides, see our guides overview.

Am I Eligible for Reinstatement?

Eligible:

• Your LLC was administratively dissolved (for non-filing of annual report)
• Less than 2 years have passed since the dissolution date
• You can pay all outstanding fees and penalties

Not eligible:

• More than 2 years since dissolution — reinstatement window expired permanently
• Your LLC was voluntarily dissolved (you filed Articles of Dissolution intentionally)
• Your LLC was judicially dissolved by court order

Check your dissolution date: Search your LLC on Sunbiz.org — the entity record shows the exact dissolution date.

Cost Calculation

Step-by-Step Reinstatement Process

1. Verify eligibility — Confirm on Sunbiz.org that your LLC shows "Admin Dissolved" and the dissolution is within the 2-year window
2. Confirm registered agent — You need a valid Florida registered agent for reinstatement. If your previous agent is no longer available, engage a new one ($99/year with our service)
3. File delinquent annual report(s) — Through Sunbiz.org, file each missing year's report (the system will prompt you for each delinquent year)
4. Pay all outstanding fees — Delinquent reports ($138.75/each) + late fees ($400/each) + current year report (if due)
5. Submit reinstatement — Once all delinquent reports are filed and fees paid, the Division processes the reinstatement
6. Verify active status — Check Sunbiz.org to confirm your LLC shows "Active" status

Processing time: Similar to standard filings — 1-2 business days after submitting all required filings and payments.

Effect of Reinstatement

Under §605.0715(3):

• Reinstatement relates back to the dissolution date — your LLC is treated as if it was never dissolved
• Original formation date and document number are preserved
• The LLC's continuous existence from formation through present is maintained
• Contracts and activities during the dissolved period are potentially validated retroactively

FAQ

What if more than 2 years have passed?

You cannot reinstate. Your only option is to form a new LLC ($125) with a new document number and formation date. The old entity is permanently dissolved. You would need to transfer any remaining assets from the old entity to the new one.

Can someone else have taken my LLC's name during dissolution?

Potentially. Once dissolved, your LLC name may become available. If someone else formed an entity with your name, reinstatement under the original name may not be possible — you might need to reinstate under a different name.

Do I owe taxes for the dissolved period?

If your LLC had income during the dissolved period, the tax obligations still exist. The IRS does not care about state dissolution status. File any required federal returns (Schedule C, Form 1065) for the years your LLC was technically dissolved but still operating.

Should I reinstate or just form a new LLC?

Reinstate if: you have existing contracts, bank accounts, client relationships, or a track record tied to the old entity. Form new if: the old LLC has no significant contracts or assets, or the reinstatement cost ($677-$1,216) significantly exceeds the $125 new formation fee for an entity with no existing obligations.