How Is an Administratively Dissolved Florida LLC Reinstated?
A Florida LLC that was administratively dissolved may apply to the Department of State for reinstatement at any time under section 605.0715, Florida Statutes. The application must be paired with payment of the required fees and penalties, and once granted, reinstatement relates back to the date of dissolution.
Administrative dissolution most often follows a missed annual report. Under section 605.0212, the annual report is due between January 1 and May 1 each year. Section 605.0714 provides that if the report is not delivered by 5 p.m. Eastern time on the third Friday of September, the company is dissolved on the fourth Friday of September. Other grounds, such as failing to keep a registered agent, require notice and a 60 day period to cure.
To reinstate, an authorized representative delivers an application for reinstatement, or a current annual report, to the Department of State. The filing must be signed by the registered agent and an authorized representative, and all fees and penalties owed at current rates must be paid.
When the department grants reinstatement, section 605.0715 treats the company as if the administrative dissolution had not occurred. The reinstatement relates back to the effective date of the administrative dissolution, and the company may resume its activities as if it had not been dissolved. The statute also protects the company's name from use by another entity for one year after dissolution.
If the department denies reinstatement, section 605.0716 allows an appeal to the Leon County Circuit Court within 30 days after the notice of denial. Staying current is covered in the Sunbiz annual report FAQ.
This post is for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Always consult a licensed attorney in your jurisdiction for advice tailored to your circumstances.
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