The State of Florida controls the ability to start and manage a business within its jurisdiction. The state tends to demand that a business submits annual reports and other filings within well-stipulated timeframes in order to maintain its good standing and keep its doors open.
Note that failure to keep up with these state requirements can result in the involuntary dissolution of the business. Although an LLC may also be administratively dissolved, it can get back into good graces with the state by filing for Reinstatement.
In the case of an LLC where shareholders made a deliberate decision to close shop but then circumstances changed, returning the good standing status of an administratively dissolved company requires the completion of the reinstatement process.
In Florida, this will include the submission of formal paperwork, filing of past due reports, and payment of corresponding fees and penalties. Note that to reinstate an LLC is to give the active status to an entity that was deactivated or administratively dissolved.
Reinstating an LLC (Limited Liability Company) is advisable if there is an adequate customer base or if the LLC owns valuable intellectual property. In certain situations, forming a new LLC may be the ideal option; however, the disadvantages will need to be extensively considered before making this decision.
In addition, if an entity has already taken the name of the original LLC, you will need to acquire a new EIN (Employee Identification Number) from the Internal Revenue Service, and you will have to establish a new credit history.
Steps to Reactivate an LLC in Florida
When running a business in Florida, it is imperative you remain in good standing with the state. However, your inability to comply with your company’s obligations may cause you to lose that status. If you are looking to reactivate your LLC in Florida, here are steps to take;
Table of Contents
- Gather The Required Information
- Submit Your Application
- Box 1: Name
- Box 2: Principal Place of Business
- Box 3: Mailing Address
- Box 4: Origin
- Box 5: Organization Date
- Box 6: FEIN
- Box 7: Status Request
- Box 8: Registered Agent
- Box 9: Signature of Registered Agent
- Box 10: Management
- Box 11: Email
- Box 12: Signature
- The LLC Was Voluntarily Dissolved
- The LLC Was Judicially Dissolved
- Your Florida LLC Name Has Been Taken
Gather The Required Information
Note that to reactivate your LLC in the state of Florida, you have to gather the following information:
- Your entity name
- Your document number (this can be found by searching for your business on the Division of Corporation’s database)
- Your FEIN
- An email address where your filing confirmation may be sent
- The address of your principal office
- The name and address of your registered agent
- The names and addresses of the principals
Also, note that your registered agent is expected to sign the application to officially accept the position. They can sign electronically by typing their name in the signature field.
Submit Your Application
Returning the good standing status of a dissolved company requires that you adhere completely to the reinstatement process. In the state of Florida, this more or less involves the submission of formal paperwork, filing of past due reports, and payment of corresponding fees and penalties.
There are two primary ways of reinstating a dissolved Florida LLC. You can choose to file directly online through the Department of State website or you can download the LLC reinstatement form, fill it out, and submit it by mail or in person to the Division of Corporations.
You will also be expected to pay for all missed annual report fees. If you file online, the Department of State will take around 2-4 business days. For mailed submissions, the division may take around a week. If you file in person, you can request same-day service for no additional charge.
How Much is the Reinstatement Fee?
In the state of Florida, the LLC reinstatement fee is $100. Also, note that you have to pay to file any missed annual reports ($138.75 plus a $400 late fee.)
How to Fill the Reinstatement Form
To properly fill the reinstatement form, here are guidelines to consider;
Box 1: Name
You will be expected to fill in the name of your Florida LLC as it was when the company was dissolved. If your company was dissolved over one year prior to filing a reinstatement, there is a good chance that another company has now formed with your company’s name.
If this is the case, you won’t be allowed to change the name on the reinstatement. You only have to file an amendment with the Florida Registration Section.
Box 2: Principal Place of Business
In this box, you have to outline the physical address of your principal place of business (this cannot be a PO Box).
Box 3: Mailing Address
This is where you have to fill in your LLC’s mailing address.
Box 4: Origin
You also have to list the name of the state or country (if not the US) in which your LLC was originally formed.
Box 5: Organization Date
You are expected to list here the original date of your LLCs organization with the Division of Corporations. If you’re reinstating a foreign LLC, this is the date of your foreign registration.
Box 6: FEIN
If your Florida LLC has a Federal Employer Identification Number, you have to input it here.
Box 7: Status Request
If you intend to request a Certificate of Status after your reinstatement is processed, then you have to check the box and pay a $5 fee. A Certificate of Status will be issued and forwarded to your LLC’s mailing address unless you include a cover letter that notes an entirely different address.
Box 8: Registered Agent
You are expected to outline the name and address of your current Florida registered agent. You cannot list a PO Box.
Box 9: Signature of Registered Agent
The Division of Corporations expects your Reinstatement form to be signed by your registered agent. For those submitting the reinstatement online, the name of the agent could suffice.
Box 10: Management
You have to outline the names and addresses of each manager or authorized representative of your Florida LLC.
Box 11: Email
This email address is meant to be the address where you intend to receive future LLC Annual Report notices.
Box 12: Signature
Note that the manager or authorized representative is expected to sign in Box 10. Also note that a trustee or receiver, if the LLC is in the hands of a receiver, can still sign in this box.
Reasons You Can’t Reinstate Your Florida LLC
There are situations when you won’t be allowed to reinstate your Florida LLC. These situations include;
The LLC Was Voluntarily Dissolved
Voluntary dissolution of an LLC in the State of Florida simply means that the LLC was officially dissolved because all its members agreed to dissolve it. Note that once an LLC is dissolved this way, it can’t be reinstated because there is no legal entity to carry out the business under Florida statutes.
Administrative dissolution is a process of dissolving the LLC’s existence without its members’ consent. Have it in mind that this procedure is carried out by the Division of Corporations if the LLC fails to file its annual report and pay the appropriate fees.
Most often, administrative dissolution is referred to as “involuntary” or “forcible” dissolution as it is done by the state government after a series of warnings have been ignored by the LLC. But unlike voluntary dissolution, you can reinstate an administratively dissolved LLC.
The LLC Was Judicially Dissolved
Judicial dissolution of an LLC in the State of Florida is a dissolution that happens when the LLC’s existence has come to an end.
This might be as a result of action taken by either state or federal authorities, and may include involuntary bankruptcy proceedings, criminal convictions for business crimes committed by managers and directors, failure to adhere to tax filings deadlines or failure to maintain records.
In any of the above situations, have it in mind that the court tasked with the judicial dissolution of an LLC in Florida will dissolve it. It is necessary to also note that even though a manager or member can try to reinstate the business, their actions will have to be after the date on which the court’s order for judicial dissolution has elapsed.
Your Florida LLC Name Has Been Taken
In the state of Florida, every limited liability company is expected to have a unique name under which it carries out business activities in the state. If a business entity is dissolved and fails to reactivate its active status, the LLC name will be made available for other business entities to use.
Note that you won’t be able to reinstate your LLC or reactivate it without filing a company name availability search first, and that’s one of the main reasons why the one-year rule work. If your business name has already been taken by another business, then it is already too late to reinstate or reactivate. Your company will have to restart under another name.
Conclusion
You can indeed reactivate a dissolved LLC in the state of Florida; however, note that this process can be quite tasking, especially for people who are doing it for the first time. If you think that a professional would go a long way to help achieve your goal, then ensure to reach out to a reliable third-party organization. There are numerous third-party organizations in Florida that can assist you.