Dissolved on Sunbiz? How to Reinstate in Florida

The short answer: Florida administratively dissolves a corporation or LLC whose annual report still isn’t filed by 5 p.m. Eastern on the third Friday in September; the dissolution itself happens on the fourth Friday. You can reinstate the company at any time on Sunbiz by filing its current details and paying the fees and penalties owed, and it’s then treated as if it had never been dissolved, though people who relied on the dissolution keep their rights.

Reinstatement doesn’t file any tax returns, so any federal and Florida returns that were missed are still due.

Why was the company dissolved?

This guide covers the trigger that runs on a fixed calendar: a missed annual report. Every Florida corporation and LLC files one with the Division of Corporations on Sunbiz between January 1 and May 1 each year, and a report filed after May 1 carries a $400 late charge.

If the report still isn’t in by 5 p.m. Eastern Time on the third Friday in September, Florida law has the company administratively dissolved on the fourth Friday. In 2026 those dates fell on September 18 and September 25.

Florida sends a notice of the dissolution, by email if the company gave Sunbiz an email address. If that inbox belongs to a former partner or nobody checks it, the first sign may be a bank or a customer asking why the company shows as inactive.

A company can also be dissolved for other reasons, such as an unpaid state fee or not keeping a registered agent. Those start with a notice of intent and 60 days to fix the problem.

What does dissolution mean for the business?

The company still exists, but only in a narrow sense. Under Florida law, an administratively dissolved corporation or LLC may only do what’s needed to wind up: finish its affairs, sell or hand out its assets, and notify anyone with a claim against it. In practice:

It isn’t allowed to carry on as usual. Running the business as normal goes beyond winding up.
Florida courts are harder to use. Until the annual report is filed and the fees and penalties are paid, a corporation can’t bring or continue a lawsuit in a Florida court. The LLC rule is stricter: it can’t maintain or defend one.
It can still be sued. Dissolution doesn’t end the registered agent’s authority to accept legal papers for the company, so an LLC can be sued while it can’t yet defend itself.
The name is held for a year. After that, another business can take it (more on that below).

How does reinstatement work?

Florida lets a dissolved corporation or LLC apply for reinstatement at any time after the dissolution. You can file online on Sunbiz or mail the Division’s paper form, and you can do it yourself.

Find the company’s record. Search for the name on Sunbiz and note the document number shown on the company’s record.
Start the reinstatement. You can file it online on Sunbiz; if the online filing won’t accept the company, use the Division’s paper form. Florida law also lets a dissolved company file a current annual report in place of a separate reinstatement application, as long as all fees and penalties owed are paid with it.
Bring the details up to date. The filing gives the company’s name, its principal office street address and mailing address, the date it was formed, its federal employer identification number (EIN), and the name, title and address of at least one officer or director. For an LLC, that last one is a person with authority to manage it.
Get both signatures. The registered agent signs, and so does an officer or director of the corporation, or an authorized representative of the LLC.
Pay what’s owed. Once Florida confirms the information is correct and the fees are paid, it reinstates the company.

Check every detail before you submit. Sunbiz warns that a submitted reinstatement can’t be changed, removed, canceled or refunded.

Once it takes effect, the reinstatement relates back to the date of dissolution, and the company can operate as if the dissolution had never happened. The one limit protects outsiders: anyone who relied on the dissolution before they knew or had notice of the reinstatement keeps whatever rights that gave them.

What does reinstatement cost?

Florida law sets the reinstatement fee at $600 for a corporation and $100 for an LLC. On top of that, the company pays the annual report fee for each year from the year it was dissolved through the current year: $150 a year for a corporation and $138.75 for an LLC. So the least a reinstatement costs is $750 for a corporation and $238.75 for an LLC, and each extra year adds another annual report fee.

One charge falls away. The $400 late charge for an annual report filed after May 1 doesn’t apply when a company that was dissolved for a missed annual report applies for reinstatement and pays the reinstatement fee (s. 607.193, Florida Statutes).

Can the company lose its name?

Yes, if you wait long enough. For one year after the dissolution, no other business can take the name unless the dissolved company signs a record allowing it. After that year, another business can register it.

If another business has lawfully taken the name by the time you apply, Florida requires the dissolved company to change its name before the reinstatement is accepted. A corporation amends its articles of incorporation to do it, and an LLC amends its articles of organization. That one-year window is one reason not to leave it long.

Which tax returns still need to be filed?

All of the ones that were missed. Reinstatement fixes the company’s status with the Division of Corporations; it doesn’t file anything with the IRS or the Florida Department of Revenue. When the annual report slipped, the tax returns may have slipped with it.

Federal income tax returns. IRS regulations require a return from a corporation that existed during any part of the year. A corporation stops existing for that purpose only once it has stopped doing business, dissolved and kept no assets, whatever state law says about winding up. A company that kept operating, or still has money in the bank, equipment or a claim worth pursuing, files Form 1120 (C corporation) or Form 1120-S (S corporation, including an LLC taxed as one) for each year.
Florida corporate income tax. The Department of Revenue requires Form F-1120 each year, even with no tax due, from every corporation doing business, earning income or existing in Florida, including an LLC classified as a corporation. A dissolved company still exists under Florida law. An S corporation files F-1120 only in a year it pays federal income tax at the corporate level.
Sales tax. A company registered to collect sales tax files a return for every reporting period, even when no tax is due.
Reemployment tax. A company registered as an employer files Form RT-6 each quarter, even for a quarter with no employees or wages.

Filing stops the late-filing penalty from growing. The late-payment penalty and interest keep running on any unpaid balance until it’s paid, even under a payment plan. For what an S corporation return costs when it’s late, see the late 1120-S penalty guide. If you’re not sure which years were filed, start with how to find out which business returns were never filed.

What if the company isn’t coming back?

Leaving it dissolved doesn’t close it with the IRS. The IRS says it can’t close a business account until every necessary return is filed and all taxes owed are paid. A corporation that’s closing files a final return with the “final return” box checked, and files Form 966 if it adopts a resolution or plan to dissolve.

Whether to reinstate, wind down or close formally is your decision, and a Florida business attorney can help you make it. Either way, the years that were never filed still need returns.

Cayde is a bookkeeping and tax firm. Help with the missed annual reports can be added to the same written quote as the books and the late returns behind them, and you can always file on Sunbiz yourself; the Florida filings page shows how the state pieces fit together.

Quick answers

How long does a dissolved Florida company have to reinstate?

Florida law sets no deadline: a dissolved corporation or LLC may apply at any time after the dissolution. But the name is only held for one year, and until reinstatement the company may only wind up its affairs.

Is the $400 annual report late fee charged on a reinstatement?

No. Under s. 607.193, Florida Statutes, the late charge doesn’t apply when a company dissolved for a missed annual report applies for reinstatement and pays the reinstatement fee. The reinstatement fee and the annual report fees still owed do apply.

Are contracts signed while the company was dissolved still good after reinstatement?

Florida law says reinstatement relates back to the date of dissolution and the company can carry on as if it had never been dissolved. It also protects anyone who acted in reliance on the dissolution before they knew about the reinstatement. For a specific contract or debt, ask a Florida business attorney.

Does Sunbiz check our tax returns before it reinstates the company?

No. Florida’s reinstatement rules ask for the company’s current details and the fees owed to the Division of Corporations, not for tax returns. The IRS and the Florida Department of Revenue deal with those separately, so a reinstated company can still have years of returns outstanding.

Sources

General information, not advice for your situation. Updated October 31, 2026.

Dissolved on Sunbiz: how to reinstate a Florida corporation or LLC