Your Florida LLC Was Administratively Dissolved. Here Is What to Do.

What administrative dissolution means in Florida

Administrative dissolution is when the Florida Department of State, Division of Corporations, shuts down your limited liability company for not meeting a filing or fee requirement. The most common trigger is failing to file the annual report. The process is set out in Florida Statutes section 605.0714, titled "Administrative dissolution."

It is different from voluntary dissolution, which is when the owners choose to close the company. Administrative dissolution is done by the state, not by you, and it can be reversed by reinstating the entity. Your annual report was due between January 1 and May 1. Entities that still have not filed are administratively dissolved on the fourth Friday of September, which is September 25 in 2026.

What stops working after dissolution

Once your LLC is dissolved, its legal capacity to operate is limited. In practical terms:

• You cannot conduct normal business as the LLC. A dissolved company may generally act only to wind up its affairs, not to carry on ordinary operations.
• You may not maintain or defend a lawsuit. Under section 605.0212, an LLC that has failed to file its annual report may not maintain or defend an action in a Florida court until the report is filed. That means you could be unable to sue to collect a debt, and unable to properly defend a claim brought against the company.
• Bank access can be interrupted. Banks periodically verify entity status. A dissolved status can lead a bank to flag, restrict, or freeze the business account, and lenders may treat a dissolved borrower as in default.
• You cannot get a certificate of status. Vendors, landlords, title companies, and lenders often require proof of active standing, which the state will not issue for a dissolved entity.

What still works

Dissolution is serious, but it does not erase your company overnight.

• Your name is held against other filers for one year. Under section 605.0715, the name of an administratively dissolved LLC is not available to another entity for one year after the dissolution date, unless you consent. After that year passes, someone else could register your name, so reinstating sooner protects it.
• There is no deadline to reinstate. Florida does not set an expiration on an LLC's right to reinstate after administrative dissolution. When you reinstate, it relates back to the dissolution date, so the law treats the company as if it never lapsed.
• Your obligations do not vanish. Debts, leases, tax liabilities, and existing contracts survive dissolution. Closing on paper does not make what the company owes disappear.

Impact on property and title

If your LLC holds real estate, dissolution creates a title risk. A dissolved company's authority to sign a clean deed is open to question, and title underwriters commonly require the entity to be reinstated to active status before they will insure a sale or refinance. Because reinstatement relates back to the dissolution date, restoring the entity is usually the cleanest way to clear that cloud. Specific title questions should go to a Florida real estate attorney or your title company.

Impact on contracts

Many commercial agreements, including leases, loan documents, and vendor contracts, contain clauses tied to the entity remaining in good standing. Dissolution can trigger a default, an acceleration right, or a termination option for the other party. Review your key agreements, and reinstate promptly to close the gap. Contract terms vary, so review your specific agreements, or have a Florida attorney review them, before you rely on any general statement here.

Impact on liability protection

The liability shield is one of the main reasons people form an LLC. When you keep operating a business through an entity that the state has dissolved, that protection is on weaker footing, and courts have room to look past the entity in some circumstances. This is not legal advice, and outcomes depend on the facts, so consult a Florida attorney about your situation. As a general matter, restoring the entity is the safer path than continuing to trade under a dissolved LLC.

The reinstatement path

Reinstating an administratively dissolved LLC has two parts, both filed through the Division of Corporations at Sunbiz:

1. File the delinquent annual report for the year of dissolution and pay the annual report fee.
2. File the reinstatement application and pay the $100 reinstatement fee.

The Division of Corporations publishes these minimums in its reinstatement instructions. Note what is absent: the $400 late fee is not charged on a reinstatement, because section 607.193(2)(b) excepts an entity that was administratively dissolved for failure to file and then applied for reinstatement and paid the reinstatement fee.

Profit corporations follow the same steps at different amounts: a $150 annual report fee and a $600 reinstatement fee, for a $750 minimum. Those are the figures for reinstating in the same calendar year as the dissolution. File on or after January 1 and the Division also collects the following calendar year's report, taking the LLC minimum to $377.50 and the corporation minimum to $900. If more than one year is delinquent, confirm your exact figure with the Division before you file.

How long reinstatement takes

Online reinstatements are typically processed within a few business days once both filings are accepted and fees clear. Volume spikes in October, right after the September dissolution date, so processing can run slower then. You will see the status change back to "Active" in the Sunbiz record, and the state issues confirmation of the filing.

Our service fee covers preparing the delinquent report and the reinstatement application and delivering your confirmation. State fees are separate and itemized at checkout.