Did you know that 99.8% of Florida businesses are small businesses? That’s more than 2.5 million companies employing 3.4 million people. To stay compliant and protect their operations, business owners must file a Florida Annual Report on time and maintain a registered agent.
Update: 2024 Annual Report Filings
The end of 2023 has brought delays in electronic filings with Florida Division of Corporations. All filings received after December 14th including but not limited to new Florida business entity filings, LLC amendments, mergers, new foreign registrations, and trademark/service mark filings, can expect additional delay due to a processing issue. A list of filing dates, updated by the Division of Corporations on December 12th, 2023 can be found here. According to the Division of Corporations, online filings for Florida profit, non-profit, limited liability companies, judgment liens, fictitious name registrations, and limited partnerships will not be processed from 5:00 PM on December 22nd until 8:00 AM on December 27th. Preparation for the 2024 Filing Season: The following online filings will be unavailable from 5:00 PM, December 22, 2023, until 8:00 AM, January 3, 2024: Annual Report Reinstatement Online Certificate of Status Get a head start on 2024 and file your annual report early!What Is the Florida Annual Report?
Each year, Florida businesses (LLCs, corporations, nonprofits, LPs, and LLPs) need to complete an annual report between January 1st and May 1st. The information submitted to the Florida Secretary of State ensures you remain authorized to do business in the state of Florida.Requirement to File an Annual Report
Every year, beginning in January, The Florida Secretary of State requires all Florida businesses to file an Annual Report for the previous year. Filing your report secures your place as an active Florida business and provides a way to update the state on any changes. (Even if you don’t have any changes, you still need to file the report.) Failure to file an annual report, by the May 1st deadline, could result in severe monetary penalties. Failure to file the annual report at all, could result in the administrative dissolution of your business, according to Florida law. If your business is administratively dissolved, it will no longer be considered an active company registered to do business with the state of Florida. If your business has closed, you do not need to file an annual report; however, you should have it dissolved or withdrawn.Late Fee Incurred If a Business Misses the May 1st Deadline
If you fail to file your report (and pay) by May 1st, you will receive a $400 late fee; however, the fee does not apply to non-profit businesses. If you do not provide your report by the third Friday in September, there will be additional consequences. Your business will either be administratively dissolved or revoked. You may be reinstated as long as you complete all of the necessary reinstatement paperwork and pay any fees.What Changes Can I Make When Filing?
The Florida annual report provides you with a unique opportunity to make certain changes to your business with the State without having to pay additional filing fees. Although you cannot change your business’s name on the annual report (you’ll need to fill out the appropriate amendment form), there are certain aspects you can update if needed:- Add, change, or delete names and/or addresses for authorized members (managers, directors, partners, etc.)
- Change your registered agent and/or the address
- Add or change your federal employer identification number
- Change the principal office address/mailing address (For LPs and LLLPs, you’ll need to fill out a Certificate of Amendment)
Beware of Annual Report Scams
Unfortunately, some companies impersonate the Florida Secretary of State. Always check that emails come from [email protected].
Common scams include:
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“Annual Minutes” or “Certificate of Status” requests (not required).
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Letters from “Florida Corporate Filing Services” or similar names.
The only official filing site is Sunbiz.org.
Requirement to Maintain Registered Agent
Florida law requires every business to have a registered agent in the state. This agent must be available during business hours to accept legal documents. Listing yourself, especially if you travel, is risky.
For example, lawsuits often require a response within 20 days. In commercial landlord-tenant cases, the deadline can be as short as 5 days. Missing these deadlines could cost your business its defense.
