All companies authorized to do business (formed or qualified) in Florida are required to file an annual report every year on or before May 1st. The state allows filing of an annual report between January 1 and May 1 of each year. Unlike most states, the due date is the same for all companies (corporations, limited liability companies, limited partnerships and limited liability limited partnerships), regardless of the business entity type or domicile state.
Submit Your Report on Time to Avoid a Hefty Late Fee!
The state of Florida will immediately apply a $400 non-negotiable late fee to all companies that fail to file the annual report by midnight Eastern Standard Time on May 1, 2017. In addition to the late fee, the state will automatically administratively dissolve or revoke all companies that have not filed the 2017 report by September 15, 2017.
Nonprofit corporations are not subject to the $400 late fee.Will I Receive a Reminder That the Report is Due?
The Florida Division of Corporations sends out e-mail notification of the upcoming due date. The first notification was sent in early January to the e-mail address listed on last year’s annual report. The state continues to send an e-mail notification at the beginning of every month until the company has filed the report or May 1, 2017 has passed.
The e-mail address on file with the state may be updated by sending a request to the Corporations Division at corpaddresschange@dos.state.fl.us. The request must include the company’s Document ID Number, the exact business name and the new e-mail address.
What are the Filing Requirements?
While the requirements for the Florida annual report are essentially the same as the requirements of other states’ annual or periodic reports, those responsible for corporate compliance should note that, as indicated above, the penalty for missing the deadline for Florida is significantly higher than in most other states.
All reports need to be filed electronically at www.sunbiz.org. The state no longer accepts annual reports in paper form.
General Information Required for Filing:
- Document (ID) Number: This can be found on the report notice or by searching the Division of Corporations’ records.
- Federal Employer Identification Number (FEIN)
- Address for principal place of Business
- Mailing address (if different than principal place of business address)
- Registered agent name and address (a business cannot serve as its own registered agent)
- If the CFO is listed as the registered agent, this cannot be changed since each “authorized insurer” in Florida is required by Florida Statute 48.151 to designate the Chief Financial Officer as its registered agent for Service of Process.
- Principals’ names and addresses
- E-mail address: An acknowledgment confirming that the report has been accepted will be sent to the e-mail address listed on the report. This e-mail address will also receive future notification when the next annual report is due.
Cost and Payment Methods
Florida annual report fees vary based on entity type:
- For Profit Corporation: $150
- Nonprofit Corporation: $61.25
- Limited Liability Company: $138.75
- Limited Partnership or Limited Liability Limited Partnership: $500
Payment may be made by credit card (Visa, Master Card, American Express or Discover), check or through a Sunbiz E-File Account (a pre-established Department of State payment account). Check and money order payments may only be submitted if they are accompanied by a Department of State check payment voucher.
How Long Does it Take for my Annual Report to Post on the State’s Website?
If filed online via credit card, the reports are processed and posted immediately.
If paying by check or money order, allow 3-5 business days (longer during peak periods) for processing.
How Do I Make Changes if I Have Already Filed This Year’s Annual Report?
If the company is a corporation or LLC – you may file an amended annual report electronically.
- Profit or Nonprofit Corporation: $61.25
- Limited Liability Company: $50.00
If the company is a limited partnership or limited liability limited partnership, download and complete an amendment form. Mail the form and fee to the Division of Corporations.
Where Can I Find Additional Information?
If you have questions or need more information, here are some resources you can turn to:
- Florida Corporations Division - Annual Reports: (850) 245-6056
- Florida Department of State Website: http://www.sunbiz.org/
- Florida Annual Report Overview: https://efile.sunbiz.org/sbs_ar_instr.html
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
