How to Reinstate an LLC in Florida – 2024 Guide


Steve Bennett
Steve Bennett
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Get Florida LLC Reinstated

Reinstatement of an LLC in Florida involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Florida, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Florida, also known as The Sunshine State. There might be several reasons for LLC dissolution in Florida. This article will also list the type of dissolution in Florida and which ones are eligible for reinstation.

What is LLC Reinstatement in Florida?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Florida Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Florida

There can be several reasons why a Limited Liability Company gets dissolved in Florida. Certain types of dissolution can be identified based on the reasons given. In Florida, reinstatement of an LLC depends on how and why the LLC got dissolved in Florida in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Florida), tax dues, or any other administrative issues, the state can dissolve the LLC in Florida.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Florida Secretary of State.

How to Reinstate an LLC in Florida

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Florida.

Initial Steps Before Filing for Reinstatement

In Florida, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Florida. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Florida Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Florida Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Florida

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Florida Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Florida, the reinstatement document is called Certificate of Reinstatement. The next task is to get the forms from the official Florida Secretary of State business section. A reinstatement fee might be paid to the Florida SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Florida Tax Department [Florida Department of Revenue] or Insurance Department [Florida Office of Insurance Regulation]. Besides, the Certificate of Good Standing in Florida might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Florida, the LLC reinstatement fee is $100 plus Annual Report Filing Fee.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Florida is $138.75.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Florida.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Florida Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Florida varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In Florida, if the reinstatement is filed within 6 months of LLC dissolution, then the processing starts immediately. However, if it is over a year then it takes around 2-3 working days to start processing.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Florida

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Florida to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Florida Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Florida LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Florida Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Florida where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Florida Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Florida can also be filed if the previous name is not available. Fill out the correct amendment form with Florida Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Florida require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Florida

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Florida.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Florida is voluntary by members, it is not common for them to restore the LLC in Florida.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Florida. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Florida?
To reinstate your LLC in Florida, you will need to file an application for reinstatement with the Florida Department of State.
Do I need to pay any fees to reinstate my LLC in Florida?
Yes, you will need to pay a reinstatement fee along with any past due annual report fees.
What is the process for reinstating an LLC in Florida after it has been administratively dissolved?
The first step is to submit an application for reinstatement along with the required fees and any outstanding annual reports.
How long does it take to reinstate an LLC in Florida?
The processing times for LLC reinstatement in Florida can vary, but it typically takes a few weeks to complete.
Can I reinstate my Florida LLC online?
Yes, you can complete the reinstatement process for your Florida LLC online through the Florida Division of Corporations website.
What are the consequences of not reinstating my LLC in Florida?
If you fail to reinstate your LLC in Florida, you may lose the legal protection that comes with operating as a limited liability company.
Where can I find the necessary forms to reinstate my LLC in Florida?
The forms needed to reinstate your Florida LLC can be found on the Florida Division of Corporations website.
Can I appeal an administrative dissolution of my LLC in Florida?
Yes, you have the option to appeal the administrative dissolution of your LLC in Florida if you believe it was done in error.
Is there a timeline for reinstating an LLC in Florida?
Yes, there is a timeline for reinstating an LLC in Florida, and it is important to act promptly to avoid further complications.
Can I reinstate my Florida LLC without the assistance of an attorney?
Yes, you can reinstate your Florida LLC without an attorney, but it is recommended to seek legal advice if you are unsure of the process.
What is the difference between a voluntary dissolution and an administrative dissolution of an LLC in Florida?
A voluntary dissolution is initiated by the LLC owners, while an administrative dissolution is imposed by the state due to non-compliance with state regulations.
What is the first step in reinstating an LLC in Florida?
The first step in reinstating an LLC in Florida is to review the requirements for reinstatement and gather any necessary documentation.
Can I reinstate my Florida LLC if it has been inactive for an extended period of time?
Yes, you can reinstate your Florida LLC even if it has been inactive for an extended period of time, as long as you meet the reinstatement requirements.
Are there any penalties for failing to reinstate my LLC in Florida on time?
Yes, there may be penalties for failing to reinstate your LLC in Florida on time, including potential fines or loss of LLC status.
What is the annual report requirement for LLCs in Florida?
In Florida, LLCs are required to file an annual report with the Florida Department of State by May 1st each year to remain in good standing.
Can I reinstate my Florida LLC if I have outstanding annual reports?
Yes, you can reinstate your Florida LLC even if you have outstanding annual reports, but you will need to pay any past due fees.
How can I check the status of my LLC in Florida before attempting to reinstate it?
You can check the status of your LLC in Florida by searching the Florida Division of Corporations website using your LLC’s name or registration number.
What documents do I need to submit with my application for reinstatement of my Florida LLC?
When reinstating your Florida LLC, you will need to submit a completed reinstatement application, any required fees, and any outstanding annual reports.
Can I dissolve my LLC in Florida and then reinstate it later?
Yes, you can dissolve your LLC in Florida and reinstate it later by following the proper procedures for both actions.
Am I required to notify the IRS of my LLC reinstatement in Florida?
If your LLC has been administratively dissolved in Florida, you must notify the IRS of your reinstatement to ensure compliance with federal tax laws.
Will I need to update my LLC operating agreement when reinstating my Florida LLC?
It is a good idea to review and update your LLC operating agreement when reinstating your Florida LLC to reflect any changes in ownership or management.
Can I retroactively reinstate my LLC in Florida if it has been dissolved for a long time?
In Florida, you cannot retroactively reinstate your LLC if it has been dissolved for an extended period of time, but you can reinstate it by following the standard procedures.
How will I know if my Florida LLC has been administratively dissolved?
The Florida Division of Corporations will notify you by mail if your LLC has been administratively dissolved in Florida.
Can I regain my LLC name if it has been lost due to administrative dissolution in Florida?
If your LLC name has been lost due to administrative dissolution in Florida, you may be able to reclaim it upon reinstatement if it is still available.
Will I need to obtain a new EIN for my Florida LLC after reinstatement?
If you have an EIN (Employer Identification Number) for your Florida LLC, you do not need to obtain a new one after reinstatement unless certain circumstances require it.
Are there any additional requirements for foreign LLCs seeking reinstatement in Florida?
Yes, foreign LLCs seeking reinstatement in Florida may have additional requirements to meet, such as registering for a certificate of authority to transact business in the state.
Can I change the business structure of my LLC during the reinstatement process in Florida?
The reinstatement process in Florida is specifically for bringing back an LLC that has been administratively dissolved, not for changing the business structure.
How do I reinstate an LLC in Florida?
You can reinstate an LLC in Florida by filing the necessary forms and paying the required fees.
What is the process for reinstating an LLC in Florida?
The process for reinstating an LLC in Florida involves submitting the appropriate forms to the Secretary of State and paying any outstanding fees or penalties.
Can I reinstate an LLC in Florida if it has been administratively dissolved?
Yes, you can reinstate an LLC in Florida if it has been administratively dissolved by filing the necessary paperwork and paying the required fees.

Also Read

In Conclusion

LLC reinstatement or restoration in Florida mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Florida. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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