A Florida limited liability company (LLC) that is administratively dissolved continues to exist, but it may only wind up its affairs. Florida can dissolve an LLC on four grounds, and a missed annual report is one of them. You can apply to reinstate the company at any time after dissolution.
Each section below quotes the Florida Statutes directly. We cover the four grounds and the 2026 dates, what a dissolved LLC may still do, and the two ways to reinstate. After that, we look at the fees, the $400 late charge, and which address belongs on each line of the filing.
What does "administratively dissolved" mean for a Florida LLC?
Administrative dissolution is an action taken by the Florida Department of State. The statutes call it "the department." The department's Division of Corporations publishes the reinstatement page on sunbiz.org.
Section 605.0714(5) says what the dissolution does to the company:
"A limited liability company that has been administratively dissolved continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants under ss. 605.0711 and 605.0712."
So the company keeps its legal existence, and the change is in what it may do. In plain terms, a dissolved LLC may close out its business, turn what it owns into cash and hand it out, and give notice to people with claims against it.
Section 605.0714(6) adds one more point:
"The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process."
Service of process is the formal delivery of court papers. Our reading is that someone suing your LLC can still deliver those papers to your registered agent after the dissolution.
Why did Florida dissolve your LLC, and on what date?
Section 605.0714(1) lists four grounds. The statute says the department "may dissolve a limited liability company administratively if the company does not":
"(a) Deliver its annual report to the department by 5:00 p.m. Eastern Time on the third Friday in September of each year; (b) Pay a fee or penalty due to the department under this chapter; (c) Appoint and maintain a registered agent as required under s. 605.0113; or (d) Deliver for filing a statement of a change under s. 605.0114 within 30 days after a change has occurred in the name or address of the agent"
Ground (d) has two exceptions in the statute. One applies when the agent filed its own statement of change under §605.0116.
When the ground is a missed annual report
Florida LLCs file their yearly report in a set window. Section 605.0212(3) says subsequent reports "must be delivered to the department between January 1 and May 1 of each calendar year thereafter." The dissolution cutoff comes months later, at 5:00 p.m. Eastern Time on the third Friday in September.
Section 605.0714(2) fixes the dissolution date: "Administrative dissolution of a limited liability company for failure to file an annual report must occur on the fourth Friday in September of each year." We checked the 2026 calendar. The third Friday was September 18, and the fourth Friday was September 25.
Subsection (2) describes one notice for this ground, and the department sends it after the dissolution. The department "shall issue a notice in a record of administrative dissolution" to the company. The subsection describes no notice of intent before that date. The 60-day period to fix the problem, discussed next, is written for the other three grounds only.
What the annual report asks for, including its address fields, is covered in our post on LLC annual compliance requirements.
When the ground is a fee, the agent, or a statement of change
The other three grounds follow a different order. Under §605.0714(3), the department "shall serve notice in a record to the limited liability company of its intent to administratively dissolve the limited liability company."
Subsection (4) then gives the company 60 days after that notice is sent to correct each ground. If the company does not correct them, the department dissolves it. The department then issues a notice "that states the grounds for dissolution."
| Ground in §605.0714(1) | Notice before dissolution | Time to correct before dissolution | Date of dissolution |
|---|---|---|---|
| (a) Annual report not delivered by 5:00 p.m. Eastern Time on the third Friday in September | None described in subsection (2) | None described in subsection (2) | Fourth Friday in September |
| (b) Fee or penalty not paid | Notice of intent under subsection (3) | 60 days after the notice is sent | After the 60 days, if not corrected |
| (c) No registered agent appointed and maintained | Notice of intent under subsection (3) | 60 days after the notice is sent | After the 60 days, if not corrected |
| (d) Statement of change for the agent's name or address not filed within 30 days | Notice of intent under subsection (3) | 60 days after the notice is sent | After the 60 days, if not corrected |
For how other states handle the same step, see our administrative dissolution guide.
What can a dissolved Florida LLC still do, and what is it barred from doing?
The wind-up rule in §605.0714(5) sets the limit. A dissolved LLC "may only carry on activities necessary to wind up" its affairs. In our reading, ordinary new business falls outside that limit.
Court access is limited too. Section 605.0212(6) covers a company that fails to file its annual report. Such a company "may not maintain or defend any action in a court of this state until the report is filed and all fees and penalties due under this chapter are paid." Our reading is that a lawsuit you want to bring in a Florida court has to wait until those filings and payments are done.
The company name is protected for a limited time. Section 605.0715(5) says:
"The name of the dissolved limited liability company is not available for assumption or use by another business entity until 1 year after the effective date of dissolution unless the dissolved limited liability company provides the department with a record executed as required pursuant to s. 605.0203 permitting the immediate assumption or use of the name by another business entity."
After that year, another business may be able to take the name. The reinstatement section below covers what happens if one does.
How do you reinstate an administratively dissolved Florida LLC?
Section 605.0715(1) says a dissolved LLC "may apply to the department for reinstatement at any time after the effective date of dissolution." The statute gives two routes.
Filing an application for reinstatement
The company must submit "all fees and penalties then owed by the company at the rates provided by law at the time the company applies for reinstatement." The application must be "signed by both the registered agent and an authorized representative of the company." Under §605.0715(1), the application states the following items:
- The name of the LLC.
- "The street address of the company's principal office and mailing address."
- The date the company was organized.
- "The company's federal employer identification number or, if none, whether one has been applied for."
- "The name, title or capacity, and address of at least one person who has authority to manage the company."
- Any additional information the department needs "to carry out this chapter."
Filing a current annual report instead
Section 605.0715(2) offers a second route. In place of the application, a dissolved LLC "may submit all fees and penalties owed by the company at the rates provided by law at the time the company applies for reinstatement, together with a current annual report." The same two people sign the report: the registered agent and an authorized representative. The report must contain the information listed in subsection (1).
If the report names a different registered agent, §605.0212(5) applies. Under that subsection, "the differing information in the annual report is considered a statement of change under s. 605.0114."
What reinstatement does once it takes effect
Section 605.0715(4) sets three results. First, "The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution." Second, the LLC "may resume its activities and affairs as if the administrative dissolution had not occurred."
The third result protects some outsiders. A person who acted in reliance on the dissolution, before knowing of the reinstatement, keeps the rights that came from that act.
If another business has taken the name
Section 605.0715(6) covers this case. If another business entity has lawfully taken the name in Florida, the department "shall require the dissolved limited liability company to amend its articles of organization to change its name before accepting the application for reinstatement."
If the department denies reinstatement
Section 605.0716(2) gives a 30-day appeal period: "Within 30 days after service of a notice of denial of reinstatement, a limited liability company may appeal the denial by petitioning the Circuit Court of Leon County to set aside the dissolution."
Our reinstatement guide describes the process in Delaware and Wyoming, if you also have companies there.
What does reinstatement cost under the Florida statutes?
The fees come from two places. Section 605.0213 sets the LLC filing fees. Section 607.193 adds a supplemental fee that applies to LLCs required to file an annual report under §605.0212.
| Item | Amount | Statute |
|---|---|---|
| Application for reinstatement | $100 | §605.0213(6) |
| Annual report filing fee | $50 | §605.0213(5) |
| Annual supplemental corporate fee | $88.75 | §607.193(1) |
| Late charge when the supplemental fee is paid after May 1 | $400 | §607.193(2)(b) |
Adding the $50 filing fee and the $88.75 supplemental fee gives $138.75 for each annual report.
The exception to the $400 late charge
Section 607.193(2)(b) contains an exception. The late charge applies "except in circumstances in which a business entity was administratively dissolved or its certificate of authority was revoked due to its failure to file an annual report and the entity subsequently applied for reinstatement and paid the applicable reinstatement fee."
Read the exception closely, because it has four limits.
- The words cover dissolution for failure to file an annual report. An LLC dissolved on one of the other three grounds, such as a missing registered agent, falls outside them.
- The statute ties the exception to an entity that "subsequently applied for reinstatement and paid the applicable reinstatement fee." If you plan to file a current annual report in place of the application, ask the Division of Corporations how the late charge is treated.
- The exception removes the $400 late charge and nothing else. The $100 reinstatement fee still applies, and so do the per-report fees for the reports then owed. We do not state how many reports a given company owes.
- A company that files its report after May 1 but before it is dissolved falls outside this exception. By the statutes' arithmetic, that report costs $138.75 plus $400, which is $538.75.
Before you pay, confirm the total on the Division of Corporations reinstatement page at sunbiz.org.
What we found in other search results
On October 13, 2026, we read the first 10 web search results for "florida llc administratively dissolved." Six of the pages loaded for us, and four blocked our requests. Of the six pages we could read, none mentions this exception. One page says the $400 applies at reinstatement, and another implies it.
Where did the dissolution notice go?
The statute allows the notice to go by e-mail. Section 605.0714(2) says: "Issuance of the notice may be by electronic transmission to a limited liability company that has provided the department with an e-mail address." Subsection (3) uses the same words for the notice of intent on the other three grounds.
Your registered agent also has a duty to pass papers on. Under §605.0113(3)(a), the agent must forward a notice it receives "at the address most recently supplied to the agent by the company."
The statutes we quote do not say which channel the department used for your company. So check two records. First, look at which e-mail address and mailing address the department's record holds for your LLC. Second, ask your registered agent which address it has for you. An old entry in either place may explain why a notice never reached you.
Which address goes on each line of the reinstatement filing?
The application asks for "the street address of the company's principal office and mailing address." Your company also keeps a registered office under §605.0113(1). Each of these lines does a different job.
| Line | What the statute says | Can a virtual mailbox address go here? |
|---|---|---|
| Principal office | "The street address of the company's principal office" (§605.0715(1)(b)) | No. Use the street address of the principal office. |
| Mailing address | "mailing address" (§605.0715(1)(b)) | Yes, in our reading. The statute asks only for a mailing address, with no street address wording. |
| Registered office | Kept in Florida with a registered agent "whose business address is identical to the address of the registered office" (§605.0113(1)) | No. The office has to keep set hours on business days. |
The registered office rule has a second statute behind it. Our post on being your own registered agent quotes Florida Statutes §48.091. That section requires the registered office to be open from 10 a.m. to noon and from 2 p.m. to 4 p.m. on business days.
How an Auteur mailing address fits this filing
We sell virtual mailboxes, so this is the seller's view. Auteur is in pre-launch. Tampa, Florida is one of our nine US cities, and your exact street address is assigned the day the city opens. On a Florida reinstatement filing, our address fits the mailing address line only. Our address can't be your registered office or your principal office street address.
A mailing address won't undo a dissolution. The signed filing and the fees described above are what reinstate the company.
The Virtual Mailing Address is for personal mail, in individual names only. The Virtual Business Address also receives mail in a business or trade name, which is the one an LLC's mailing address needs. Both photograph the envelope of every piece, and we open and scan only when you ask, for one flat fee per piece. Henry, our AI assistant, explains each letter you ask us to open. USPS Form 1583 is required before any provider can receive mail for you. Pricing comes by email with the next steps, and our fees and limits are in our fair use policy.
If that fits how you work, get your address in Tampa. Ordering is free, there's no card, and nothing is charged.
FAQ
What happens when an LLC is administratively dissolved in Florida?
Under §605.0714(5), the LLC "continues in existence but may only carry on activities necessary to wind up its activities and affairs." The LLC's registered agent keeps the authority to accept service of process. Under §605.0212(6), a company that failed to file its annual report also "may not maintain or defend any action in a court of this state" until the report is filed and fees are paid.
What happens if your LLC becomes administratively dissolved?
In Florida, the company keeps existing but may only wind up its affairs. The company can apply for reinstatement at any time after dissolution. Once reinstatement takes effect, the reinstatement relates back to the dissolution date. Other states use different rules, which our administrative dissolution guide compares.
What happens if I don't dissolve my LLC in Florida?
If the LLC stops filing annual reports, the department may dissolve it administratively. For a missed report, §605.0714(2) sets that date as the fourth Friday in September. Choosing to dissolve the company yourself is a separate filing that this post does not cover.
What does it mean if my LLC says admin dissolved?
The phrase means the Florida Department of State dissolved the company under §605.0714. The company still exists, but it may only wind up its affairs until it is reinstated. Section 605.0714(1) lists the four possible grounds, and §605.0715 sets out the reinstatement steps.
Do I have to pay the $400 late fee to reinstate a Florida LLC?
The statute says no in one case. Section 607.193(2)(b) excludes the $400 late charge when an LLC was dissolved for failure to file an annual report and then "applied for reinstatement and paid the applicable reinstatement fee." The $100 reinstatement fee and the fees for reports then owed still apply. Confirm the total on the Division of Corporations reinstatement page at sunbiz.org before you pay.
Is there a deadline to reinstate a Florida LLC?
Section 605.0715(1) says a dissolved LLC may apply "at any time after the effective date of dissolution." The company name is protected for a shorter time. Under §605.0715(5), the name is held for 1 year after dissolution. If another business lawfully takes the name after that, §605.0715(6) requires you to change your LLC's name before the department accepts the application.
