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Florida's annual report is one of the more unforgiving compliance filings in the country — not because it's hard, but because the penalties are steep, automatic, and non-negotiable. Every Florida LLC must file an annual report each year between January 1 and May 1, electronically, on Sunbiz. Miss May 1 and a $400 late fee attaches that the state says it cannot waive or abate. Keep missing it and, in September, the LLC is administratively dissolved. Here's the whole timeline, so none of it is a surprise.
| Item | Florida LLC |
|---|---|
| Filing window | January 1 – May 1 each year (deadline is 11:59 p.m. Eastern on May 1) |
| Where | Sunbiz.org only — the report is electronic; there is no paper annual report form |
| On-time fee (LLC) | $138.75 |
| Late fee | $400 if filed after May 1 — cannot be waived or abated (does not apply to nonprofit corporations) |
| Consequence of non-filing | Administrative dissolution / revocation if still unfiled after the third Friday in September |
| Reinstatement fee (LLC) | $100 + the missed annual report ($138.75) |
The report isn't about changes. Florida requires it every year even if nothing changed. It confirms your registered agent, principal and mailing addresses, and managers/members. "Nothing to update" is not a reason to skip it — it's a reason it takes five minutes.
On-time, a Florida LLC's annual report is $138.75. One day late, the total becomes $538.75 — the $400 late fee is a flat penalty, not a percentage, so it lands just as hard on a dormant single-member LLC as on an operating company. And unlike many states' late fees, Florida's statute directs the Division of Corporations that it cannot be waived. There's no hardship exception, no first-time-forgiveness, no calling to explain. That's the single most important thing to internalize about Florida: the only way to avoid the $400 is to file by May 1.
Missing May 1 is expensive but survivable. What ends the entity is ignoring it through the summer. Here's the sequence, keyed to how Florida's calendar actually works:
| Point in the year | What happens |
|---|---|
| May 2 | Report is late; the $400 late fee now applies on top of the $138.75 |
| Through summer | Entity is still active but delinquent; the state sends reminders to the email on file |
| Third Friday in September (5 p.m. ET) | Last moment to file the late report and stay active. For 2026 that Friday is September 18, 2026. |
| Fourth Friday in September (close of business) | Entities still unfiled are administratively dissolved or revoked. For 2026 that is September 25, 2026. |
Timely note for the 2026 cycle: if you missed May 1, 2026, you are in the delinquency window right now. Filing the late report (with the $400) before September 18, 2026 keeps the LLC active. Let it slip past the fourth Friday and you're into reinstatement, not renewal.
Dissolution isn't just a bigger fee — it changes your legal footing. While dissolved, the LLC is not in active status, which can interfere with contracts, financing, banking, and your ability to bring or defend a lawsuit in the entity's name. Your business name is also no longer protected and could be taken by another filer. Reinstatement is available, but you pay to climb back:
None of this is catastrophic if you catch it. It's the compounding — $138.75 becomes $538.75 becomes reinstatement plus a lapse in good standing — that makes Florida a state where a calendar reminder pays for itself many times over.
Florida keys everything to a single hard date (May 1) with a flat, non-waivable penalty — the opposite of Texas, which has no Secretary of State annual report at all and instead runs a May 15 franchise-tax filing, and different again from California, which splits obligations across two agencies on two clocks. If you're unsure whether your state's obligation is even an "annual report" versus a tax filing, start with franchise tax vs. annual report, explained. And if you've already missed a deadline in any state, the recovery path is in what to do if you missed your annual report.
The whole point of Florida is not to be late. EntityMinder puts May 1 — and the September cliff — on one calendar with reminders well before each date, across every state you hold entities in. The beta waitlist is open; planned pricing is $9/month.
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