Key Takeaways

  • All Florida LLCs must complete their Sunbiz renewal—the state’s annual report filing—each year between January 1 and May 1 to stay active.
  • The renewal process is handled through the Florida Division of Corporations’ Sunbiz.org portal and ensures your business information is up to date.
  • Missing the May 1 deadline results in a $400 late fee and potential administrative dissolution if not filed by the third Friday of September.
  • LLCs must verify details such as the registered agent, business address, and member/manager information during renewal.
  • Keeping your annual report current supports compliance, helps maintain good standing, and protects your LLC’s legal and financial status.

Starting a Florida LLC

Florida LLCs are reasonably priced and simple to form. Companies should register with the Florida Division of Corporations by submitting the mandatory paperwork, fees, and assembling all naming and formation necessities. An LLC with multiple members can also be strongly recommended to have an LLC operating on a formal agreement among its members.

An LLC is a business that offers the limited liability of a corporation combined with the management methods of a partnership; therefore, it is sometimes referred to as a "hybrid" business model. Members could include people, companies, different LLCs, and international entities. One advantage of an LLC is that there isn't a high number of members.

Curiosity about LLCs has increased recently, and business owners are seeking the extra advantages LLC status can bring:

  • Limited legal responsibility of the corporate owners
  • Safety for LLC members from the claims of collectors
  • Safety from private legal responsibility concerning claims pertaining to supervisory authority over the business
  • Much fewer formal business requirements and better flexibility within the operation of the enterprise
  • Tax benefits for the enterprise and its owners — both state and federal tax benefits

Florida Limited Liability Company

To create a Florida limited liability company (LLC) OR if you’ve been rejected for online submission:

  • Review the directions for submitting the Articles of Organization
  • Collect all data required to finish the application

Name Your LLC

The primary and most vital step in beginning your LLC is selecting a name. Conduct a little research to ensure that the identity you select is suited to your enterprise and is easily searchable by potential customers.

Comply with the naming rules. Your entity name should comprise the phrase “limited liability company” or the abbreviation L.L.C. or LLC. Restricted phrases (e.g. Bank, Lawyer, College) require extra paperwork and will require a licensed authority, akin to a health care provider or lawyer, to be a part of the LLC. Prohibited phrases include names that would confuse the name of your LLC with a federal or state company (e.g. FBI, Secret Service, Treasury).

Make sure the identity is not already taken by doing a name search on the State of Florida website. Verify to see if the identity of your LLC is available with the intention to reserve your business name.

Even if you do not plan to create a website at the moment, it's possible you'll wish to purchase the name as a way to prevent others from buying it. An email address is also an issue to consider when selecting a name.

Choose a Registered Agent

You might be required to appoint a Registered Agent within your Florida LLC. A registered agent is an individual or business nominated by your organization to formally obtain and ship papers on your behalf together with annual state filings. The registered agent must be a resident of Florida or an organization licensed to transact enterprises in Florida. You can elect a person inside the firm, including yourself.

File the Articles of Organization

To register your LLC, you will have to file the Articles of Organization with the State of Florida. When doing so, you must determine whether your LLC will be member managed or supervisor managed. If you are moving your present LLC to the State of Florida, you might be forming a foreign LLC. The same rules should hold regarding the following:

  • The LLC's name and address
  • The name, address, and signature of the LLC’s registered agent
  • The names and addresses of the LLC’s managers
  • The effective date of the LLC (if different from the date of submission)

The submission charge for the Articles of Organization is $125.

Sunbiz Renewal and Annual Report Filing

After forming your Florida LLC, maintaining its active status requires filing an annual report each year through the Sunbiz portal. This filing is commonly referred to as a Sunbiz renewal, and it confirms or updates your company’s information with the Florida Division of Corporations.

When to File:The filing window opens January 1 and closes May 1 each year. Missing the May 1 deadline incurs a $400 late fee, and if you fail to file by the third Friday of September, your LLC may be administratively dissolved by the state.

What You’ll Need:When submitting your Sunbiz renewal, gather the following details:

  • LLC document number (from your Sunbiz record)
  • Updated principal office and mailing addresses
  • Registered agent’s name, address, and signed consent
  • Names and addresses of members or managers
  • Federal Employer Identification Number (EIN)
  • Valid payment method for the $138.75 filing fee

You can file the renewal online through Sunbiz.org, which provides a secure and fast method for submitting your report and payment.

Why Filing Matters:Annual report filing is not a tax return—it’s a compliance requirement that keeps your LLC in “active” status. Filing ensures that your LLC’s information is current and public records accurately reflect your business structure. It also prevents suspension of business operations and protects your limited liability status.

If You Miss the Deadline:If you fail to complete the renewal by the deadline:

  • A $400 late fee automatically applies.
  • Continued failure to file can result in administrative dissolution.
  • To reinstate a dissolved LLC, you’ll need to file a Reinstatement Application, update your report, and pay all past due fees, including the reinstatement cost (around $100).

Best Practices:

  • Set calendar reminders in January to complete the renewal early.
  • Verify that your registered agent’s information is accurate before filing.
  • Retain a copy of the submission confirmation for business records.
  • Keep your Sunbiz email on file updated to receive future renewal notices.

Keeping up with your Sunbiz renewal is essential to maintaining good standing with the state, securing contracts, and avoiding costly reinstatement procedures.

Create an Operating Agreement

An operating agreement is a legal document outlining the possession and working procedures of your LLC. The operating agreement allows you to form monetary/working relationships with co-owners into a permanent system appropriate to your enterprise. An operating agreement is not required to form an LLC in Florida; however, it's good practice to have one.

Obtain an EIN

The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to establish a business entity. It's basically a social security number for the organization. An EIN is required for the following: to open a business checking account for the firm, for federal and state tax functions, and to hire workers for the organization. An EIN is obtained from the IRS (free of charge) by the business owner(s) after forming the corporation.

Maintaining Florida LLC Compliance Year-Round

Once your LLC is active, ongoing compliance extends beyond the annual Sunbiz renewal. You should also:

  • Maintain accurate records: Keep your operating agreement and membership details updated.
  • File necessary tax returns: Even though the annual report isn’t a tax form, ensure your LLC meets all federal and state tax obligations.
  • Renew business licenses: Depending on your industry, local or county licenses may require renewal annually.
  • Monitor registered agent status: A registered agent must be continuously available during business hours to accept service of process.

Failing to meet these responsibilities can lead to fines, dissolution, or loss of liability protection. Staying proactive with your LLC’s recordkeeping and compliance filings ensures long-term business stability and credibility.

If you need help filing your Sunbiz renewal or managing your Florida LLC’s compliance, you can post your legal need on UpCounsel’s marketplace. Experienced Florida business attorneys can assist with filings, operating agreements, and reinstatements.

Frequently Asked Questions

  1. What is a Sunbiz renewal?
    A Sunbiz renewal refers to the annual report filed by Florida LLCs with the Division of Corporations to maintain active status.
  2. When is the Florida LLC annual report due?
    The report is due by May 1 each year. The filing period opens January 1.
  3. What happens if I miss the Sunbiz renewal deadline?
    You’ll incur a $400 late fee, and if you still don’t file by September’s third Friday, your LLC will be administratively dissolved.
  4. How much does the Sunbiz annual report cost?
    The filing fee for LLCs is $138.75 per year, payable through the Sunbiz online system.
  5. Can I reinstate my dissolved LLC in Florida?
    Yes. You can reinstate your LLC by filing a Reinstatement Application through Sunbiz, updating your annual report, and paying all outstanding fees.

If you need help starting an LLC in Florida, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.