What Happened to Your LLC
Florida LLCs owe the state one thing every year, an annual report filed by May 1. Miss it, and after the grace period runs, the Division of Corporations administratively dissolves the company by filing a statement, with no hearing and no mercy for good businesses having a busy spring. From that moment the company exists only to wind up, its good standing is gone, and anyone who checks Sunbiz, and banks, title companies, and opposing lawyers do check, sees a dissolved entity. Most owners find out exactly the way you probably did, mid-transaction, from someone else.
The Fix, Step by Step
Reinstatement is a single application. You file it online through Sunbiz for companies dissolved within the last ten years, bring the record current with a report for each missed year, confirm your addresses and a working registered agent, and pay the combined bill, meaning the $100 reinstatement fee plus $138.75 for every missed annual report. Filings usually post within two to four business days. If your registered agent resigned or disappeared during the gap, appoint the replacement in the same filing, since the state will not restore a company with nobody to serve.
That is genuinely the whole procedure for a clean case, and plenty of owners handle it themselves. The rest of this page is about knowing whether yours is a clean case.
Reinstatement Is Retroactive
Florida wrote a generous rule into the statute. Once the reinstatement is effective, it relates back to the date of the dissolution, and the company is treated as though the dissolution never happened. Contracts signed in the gap, actions taken, the continuity a lender or buyer wants to see, all generally regain their footing. It is the legal equivalent of the record being expunged, and it is the reason reinstating usually beats starting over.
Treat the relation-back as strong medicine rather than magic. If something consequential happened while the company was down, a lawsuit filed by or against it, a closing, a major contract someone now wants out of, the gap can still become an argument in skilled hands. Reinstate first, then have the specific event reviewed instead of assuming the statute papered over it.
Dissolved mid-deal, or sitting on years of missed reports?
The filing is simple. Whether your situation is simple takes ten minutes to know. Book a free 30-minute consult and find out.
Book your free consultThe Traps Around the Edges
New business signed while dissolved. A dissolved company is supposed to be winding up, not signing leases. Owners who knowingly kept transacting invite personal-exposure arguments that the LLC existed to prevent, and while retroactivity repairs a great deal, the clean sequence for anything pending is reinstate first, sign second.
The name. A dissolved company’s name eventually returns to the pool, and if someone registered it while you slept, you reinstate under an alternate name, with every downstream headache that implies. Speed matters here more than anywhere.
The people who noticed. Banks freeze lines, insurers raise questions, and counterparties get leverage when a Sunbiz search shows a dissolved counterparty. After reinstating, a short letter with the reinstatement certificate usually calms all of it, and knowing who needs one is part of doing this properly.
Using dissolution as a free exit. If you let the company lapse on purpose because the business ended, understand what you did not get, meaning no creditor-notice protections, no orderly wind-down, and a liability tail left fully open. The deliberate version is cheap and covered on our dissolving a Florida LLC page.
Reinstate, Start Fresh, or Dissolve Properly
Three roads, one decision. Reinstate when the company has history worth keeping, contracts, accounts, licenses, a lending relationship, a name, which is most operating businesses. Start fresh only when the old shell carries baggage you affirmatively want distance from, and go in knowing the old liabilities do not evaporate and the transition costs are real. Dissolve properly when the business is truly finished, converting an open-ended liability tail into a closed one. The wrong reflex is filing the reinstatement, or the new formation, before spending ten minutes on which road actually fits.
What It Costs
The state’s arithmetic is fixed, $100 plus $138.75 per missed report, and a clean reinstatement needs no lawyer. Our flat-fee help earns its place when the edges are live, meaning contracts signed during the gap, a taken name, a spooked bank or insurer, a dissolution that happened mid-dispute with a partner, or the reinstate-versus-fresh-start decision with real money on it. The 30-minute consult is free, and if yours is the ten-minute version, we will say exactly that.
Frequently Asked Questions
How Much Does It Cost to Reinstate a Florida LLC?
The state charges a $100 reinstatement fee plus $138.75 for each annual report you missed while dissolved, all paid together when you file. One missed year costs $238.75; three missed years cost $516.25. There is no negotiating the arithmetic, and waiting only adds reports. Corporations follow a different (higher) fee schedule, so check the entity type before budgeting.
How Do I Reinstate My LLC on Sunbiz?
File the reinstatement application online through Sunbiz, which walks you through the missed annual reports, current addresses, and the registered agent, and pay the combined fees by card at the end. Companies administratively dissolved within the last ten years can use the online process, and filings typically post within two to four business days. You will need a working registered agent, so if yours resigned or moved, line up the replacement before you file.
Is Reinstatement Retroactive?
Yes, and this is the feature that saves people. Under Florida law, a reinstatement relates back to the date of the administrative dissolution, and the company is treated as if the dissolution never occurred. Contracts, filings, and actions taken in the gap generally get their footing restored. The relation-back is powerful but not a cure for everything, so if something significant happened during the gap, a lawsuit, a big contract, a closing, have it looked at rather than assumed away.
Can I Sign Contracts While My LLC Is Dissolved?
You should not. A dissolved company is legally limited to winding up, and an owner signing new business in its name during the gap invites personal-liability arguments if things go wrong, exactly the exposure the LLC existed to prevent. If you discover the dissolution mid-deal, the clean play is usually to reinstate first, then sign, and the few days of processing are cheaper than the argument. Retroactivity repairs much of the past, but walking into new obligations knowingly dissolved is a different conversation.
What If Someone Took Our Company Name While We Were Dissolved?
It happens, because a dissolved company’s name eventually returns to the available pool. If another entity registered your name, you cannot reinstate under it; you will be prompted to adopt an alternate name. That has ripple effects, on contracts, marketing, licenses, and the bank, and occasionally trademark claims cut the other way if the newcomer is trading on your goodwill. The longer a company sits dissolved, the more real this risk becomes.
Should I Just Start a New LLC Instead of Reinstating?
Sometimes, but count the costs first. A new entity means a new EIN, new bank accounts, re-signed contracts, re-issued licenses, and a broken chain of history that lenders and buyers notice, plus the old company’s liabilities do not vanish just because you left the shell behind. Reinstatement preserves continuity for a known price. The new-entity route makes sense mainly when the old company carries baggage you affirmatively want to leave behind, and that decision deserves advice, not a coin flip.
We Actually Want the Company Closed. Do We Still Need to Do Anything?
Yes, close it on purpose. Administrative dissolution is not a clean exit; it leaves the winding-up undone, the liability tail open, and none of the creditor-notice protections you get from a deliberate dissolution. If the business is finished, file real articles of dissolution and wind up properly, which is its own short process, covered on our page about dissolving a Florida LLC the right way.
Common Situations
The closing that found the dissolution. A title company runs the seller LLC and finds it dissolved two years back. Reinstatement is filed that afternoon, posts in three days, and the retroactive statute satisfies the underwriter. The closing slips one week instead of collapsing, and the seller now has annual-report reminders on three calendars.
The landlord who kept signing. An owner ran his rental LLC for four years not knowing it was dissolved, signing leases the whole time. Reinstatement cures the record, and a review of the gap-period leases confirms the relation-back covers them, with one tenant dispute flagged for careful handling. He paid $655.25 to the state and a flat fee for the review, against a personal-exposure argument that could have cost the building.
The name that walked away. A consultancy sat dissolved for six years, and its distinctive name was registered by a stranger last spring. Reinstatement proceeds under an alternate name while a trademark conversation begins from the goodwill she built first. Six months earlier, the reinstatement alone would have ended the story.
Sources of Law
- Florida Revised Limited Liability Company Act, ch. 605: §605.0714 (administrative dissolution for failure to file the annual report), §605.0715 (reinstatement; relation back to the date of dissolution as if it had never occurred). Retrieved 2026-08-07.
- Florida Division of Corporations (Sunbiz): reinstatement e-filing, $100 LLC reinstatement fee plus $138.75 per missed annual report; online filing available for entities dissolved within the previous 10 years. efile.sunbiz.org (retrieved 2026-08-07)
Updated on August 7, 2026. Reviewed by Kevin D. Klagge, Esq., Fla. Bar No. 99502. Attorney Kevin Klagge represents families, businesses, and international clients in estate and tax planning, business structuring, and international law, with a focus on Florida legal tools. He litigates estate and business issues in court. General information about Florida law, not legal advice, and no attorney-client relationship is created. Outcomes depend on the specific facts; past results do not guarantee a similar outcome. Do not send confidential information until we have agreed to represent you.