How to reinstate your company after it’s been administratively dissolved:

Skipping a beat when it comes to the legality of your business happens. This happens quite often with small business owners who are running the show and are wearing many hats.

Business can become inactive when the state involuntarily dissolves them. This may occur if the business fails to submit required reports, tax filings, or other required administrative filings. So, you missed the deadline for filing one of these documents? Now what?

Any corporation, limited liability company, limited partnership or limited liability limited partnership whose status was administratively dissolved or revoked can fix this issue by submitting an electronic reinstatement application.

A reinstatement application returns an administratively dissolved or revoked business entity to an active status.

What you need to reinstate your business:

  • Document Number: You Florida business entity’s document number is the 6 or 12 digit number assigned by the Department of State’s Division of Corporations during its initial registration. Your document number is necessary for certain procedures and important filings, including your company’s annual report. Can’t remember your Document number?  Search the records by name.
  • Entity Name: The official/legal name of your business on our records. If your business has been inactive for more than one calendar year, the Department of State’s Division of Corporations is required to check the entity’s name for availability before the reinstatement can be processed. If the name is no longer available, you will be required to file a name change amendment by mail.
  • Federal Employer Identification Number (FEIN): The 9-digit number the Internal Revenue Service assigned to the business for federal tax identification purposes.
  • Email Address: Include your email address to receive the application submission confirmation, certification (if requested), and future email communications form the Department.
  • Principal Place of Business Address: The street address of the entity’s principal office.
  • Mailing Address: The entity’s mailing address, if different from the principal address. (P.O. Box is acceptable.)
  • Registered Agent Name, Address, and Signature: The registered agent is the individual or legal entity designated to accept service of process on behalf of the business. The registered agent must have a physical street address in Florida. P. O. Box addresses are not valid for registered agents. The application must be signed by the registered agent, confirming the agent’s familiarity with the Florida Statutes and accepting the obligations of this designation. **You can change your Florida registered agent on your reinstatement filing.
  • Principals (Officers/Directors/Managers/Authorized Representatives/General Partners) Names and Addresses: Review the principals associated with this business entity. You can edit, add or delete the information listed by clicking on the provided options.
  • Submit Payment: See fee schedule below.

How long does it take to be reinstated?

It depends. Quickest way would be submitting the reinstatement application online.

For companies that were administratively dissolved less than a year ago, reinstatements are posted immediately if the application is submitted online and the payment for the reinstatement fee is done by by credit card or a Prepaid Sunbiz E-File Account.

Companies that were administratively dissolved or revoked for more than one calendar year take about 2-3 business days for the reinstatement to post if paid by credit card or Prepaid Sunbiz E-File Account.

When paying by check or money order, your document will be processed in the order it was received. This will most likely take longer than paying the reinstatement fee online.

How much does it cost to reinstate my business?

This depends on the way your business entity is classified and the amount of years the business was inactive. You must also pay all missed annual report fees for each year since the business status changed to “inactive”. See where your company stands below:

Reinstatement – Profit Corporation$600.00+ $150 for each report year
Reinstatement – Non-Profit Corporation$175.00+ $61.25 for each report year
Reinstatement – Limited Liability Company$100.00+ $138.75 for each report year
Reinstatement – Limited Partnership & Limited Liability Limited Partnership$500.00****Florida law requires a $500 reinstatement fee for each year or part thereof the limited partnership was revoked + $500 filing fee for each report year due.

Final Thoughts:

Running your own business yourself can feel challenging and overwhelming at times. We hope we gave you guidance and a place to start. Remember, it’s recommended that you seek professional advice with anything relating to law and taxes!

Ready to submit your application? Click here!

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Legal Lotus, P.A. is a Miami-based law firm specializing in family law, civil litigation, and the drafting of contracts, partnerships, and wills.

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