Florida Foreign Registration / May 1 report
The Florida annual report for a foreign LLC
A foreign LLC authorized in Florida files its annual report online every year between January 1 and May 1 for $138.75; filed after May 1 it costs $538.75, because the Division adds a $400 late fee and says there is no provision to waive it. The first report is due in the year after the company is authorized.
The report at a glance
- Filed with
- Florida Division of Corporations, online only
- Window
- January 1 to May 1
- First report
- between January 1 and May 1 of the year after the certificate of authority is obtained
- Fee
- $138.75 (includes a supplemental fee)
- After May 1
- $538.75, which is the fee plus $400
- Corrections
- Amended annual report, $50
- Revocation
- Report missing by the third Friday in September, 5 p.m. Eastern Time: revoked on the fourth Friday in September
- Reinstatement
- $100 plus the annual report fee for each year missed
What the report contains
Section 605.0212 lists the contents: the name the company is registered under, the principal office and mailing addresses, the date of organization with the home jurisdiction and the date the company qualified in Florida, the federal employer identification number (or whether one has been applied for), the name, title or capacity and address of at least one person with authority to manage the company, and any other information the department needs. The information must be current when the report is delivered. If the report shows a registered agent name or address different from the record, the difference is treated as a statement of change.
How to file it
Annual reports are filed online through Sunbiz. You need the company's Florida document number, which is on the acknowledgment letter and in the public record, and the Division's instruction page covers the same fields as the statute: document number, entity name, federal employer identification number, principal place of business address, mailing address, registered agent name, address and signature, principals, certificate of status, fee, delivery and email address. Cards are processed through a third party that appears on statements as NIC DOS DIVISION OF CORP, and updates post within minutes of filing when a credit card is used. The email address you enter is a public record under Florida law, so use a business address you are happy to publish.
Why the late fee hurts
The $400 is added on the first day after May 1 and cannot be waived. A company that files on May 2 pays the same $538.75 as one that files in August. It also loses the ability to maintain or defend any action in a Florida court until the report is filed and all fees and penalties are paid (Fla. Stat. 605.0212(6)). Put the filing in the calendar for early in the year, when the window opens on January 1.
What happens to a report that never arrives
| When | What happens | Cost |
|---|---|---|
| January 1 to May 1 | The report can be filed on time | $138.75 |
| After May 1 | The late fee applies, and no waiver exists | $538.75 |
| Third Friday in September, 5 p.m. Eastern | The last time to deliver the report before revocation | $538.75 |
| Fourth Friday in September | The certificate of authority is revoked for the missing report | Reinstatement needed |
| After revocation | Reinstatement on an application, or with a current annual report | $100 |
Reinstatement also requires payment of every fee and penalty owed at today's rates. One missed year means $238.75 in state charges; two missed years mean $377.50.
Revocation and reinstatement
For a missing annual report, the department revokes on the fourth Friday in September and sends a notice, by email if it has one. Other revocation grounds, such as failing to keep an agent or pay a fee, go through a notice of intent and 60 days to correct. To reinstate, the company applies at any time after the revocation takes effect, pays what it owes, and files either a reinstatement application or a current annual report, signed by both the registered agent and an authorized representative. A reinstatement relates back to the effective date of the revocation, so the company resumes as if nothing happened. The name stays unavailable to anyone else for one year after revocation unless the company says otherwise.
First-year and other entity rules
A company authorized after January 1 is not due an annual report that calendar year. A profit corporation files for $150 and pays $550 after May 1. A nonprofit corporation files for $61.25. A limited partnership or LLLP files for $500.
Changes between reports
Between reports, an officer, director or manager can be added or removed by filing an amendment, the annual report for the current year or an amended annual report. A registered agent change can ride on the annual report or be filed as a statement of change within 30 days. The Division only governs its own records; other agencies, such as the Department of Revenue, need their own updates.
Withdrawing ends the reports
Once a withdrawal takes effect there is no more annual report to file. Until then the report is due every year, whether or not the company did any Florida business. Our withdrawal page covers the notice.
Florida annual report questions
Is the Florida annual report due in the year we register?
No. A company authorized after January 1 is not due a report that year; the first is due the following year between January 1 and May 1.
Can the report be filed on paper?
No. All annual reports are submitted electronically, though payment can be by check using a printed voucher.
Does an inactive LLC still file?
Yes, until the certificate of authority is withdrawn.
$199, Florida fee at cost
Qualify in Florida
Florida
$199
+ $125 Division of Corporations fee
- Form CR2E027 for an LLC or Form CR2E007 for a corporation, completed for you
- Your home state's certificate of existence, which we order so it is dated inside the window
- Sent to the Division of Corporations in Tallahassee
- A Florida registered agent: ours, or one you have already
- The filed authorization and your first annual report date
- Renewal: after the first year, the agent service renews at $149 a year
Our fee and the Florida fee appear on separate lines at checkout. The state fee is not marked up. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources for this page
- Florida Division of Corporations, LLC fees
- Florida Division of Corporations, Form CR2E027 instructions (foreign LLC)
- Florida Division of Corporations, Form CR2E007 (foreign corporation)
- Florida Statutes 605.0902 (application for certificate of authority)
- Florida Division of Corporations, corporate fees
- Florida Statutes 605.0212 (annual report for the department)
- Florida Statutes 605.0908 (revocation of certificate of authority)
- Florida Division of Corporations, annual report instructions
- Florida Division of Corporations, annual report fees
- Florida Division of Corporations, update your information
- Florida Division of Corporations, LLC forms
Bringing your company into Florida?
Order in a few minutes. We gather the certificate, complete the application and file it for you.