Can I still reinstate my Florida LLC after it has been administratively dissolved? Why can't I do this even with an agent? The answer to these questions is not always straightforward.
There are instances when an LLC in Florida cannot be reinstated, and the reasons for that will vary depending on the circumstances of your situation.
This article will cover those instances so you know what to expect before proceeding with a reinstatement request as the Florida law requires.
The Reasons Why Florida LLCs Get Administratively Dissolved
A business entity in Florida can get dissolved for a variety of reasons.
Generally, the dissolution of an LLC is completed through one or more of these steps:
- The members agree to dissolve
- One member has gone missing for at least three years, and no successor has been named in their place. A business can file an affidavit with the state declaring that they cannot find this person.
- The LLC has been dissolved in another jurisdiction and then applied for reinstatement within the state
- Failure to appoint or maintain a Florida registered agent
- The company is unable to pay its debts or has a receiver appointed for it by a court, such as with bankruptcy proceedings
According to Florida law statute, some other reason that requires dissolution, such as missed annual report fees with the Florida Department of State's Sunbiz website.
In most cases, Florida LLCs get administratively dissolved or revoked, which means that the state of Florida has not dissolved the company, and it can be reinstated at any time.
However, there are situations when you simply can't reinstate your LLC.
Here's what might be the reason for your LLC to be administratively dissolved.
Your Florida LLC Name Has Been Taken
Every limited liability company in Florida has to have a unique name under which it conducts business in the state.
If a business entity is dissolved and doesn't regain its active status, the LLC name becomes available for other business entities to use.
You can't revive your LLC or reinstate it without filing a company name availability search first, and that's what makes the one-year rule work.
It is now too late if you failed to do this step before dissolving your Florida business entity. Your company will have to restart under another name, appointing a new registered agent.
The LLC Was Voluntarily Dissolved
Voluntary dissolution of a Florida LLC means that the LLC has been officially taken out of existence through its members agreeing to dissolve it.
Once an LLC is dissolved, it can't be reinstated because there's no longer a legal entity to do business under Florida statutes.
Because voluntary dissolution doesn't terminate ownership interests in the company property or obligations incurred by members during its life cycle, you should understand how this may impact your relationship with other members or creditors before you agree to dissolve the LLC.
On the other hand, administrative dissolution is a process of terminating the LLC's existence without its members' consent.
The procedure is initiated by the Division of Corporations if the LLC fails to file its annual report and pay the appropriate fees.
Sometimes, administrative dissolution is mistakenly referred to as "involuntary" or "forcible" dissolution because it's initiated by the state government after a series of warnings have been ignored by the LLC.
Unlike voluntary dissolution, administrative dissolution allows you to reinstate your Florida corporation.
The LLC Was Judicially Dissolved
The judicial dissolution of an LLC in Florida is a dissolution that takes place when the LLC's existence has come to an end.
The sole reason why it occurs is because of action taken by either state or federal authorities, which include involuntary bankruptcy proceedings, criminal convictions for business crimes committed by managers and directors, failure to abide by tax filing deadlines or failure to maintain records.
The court overseeing the judicial dissolution of an LLC in Florida will dissolve it.
It is crucial to note that even though a manager or member can try to reinstate the Florida corporation, their actions after the date on which the court's order for judicial dissolution was void.
If you encounter obstacles with reinstating your LLC, you first need to consult with a reputable and experienced Florida business attorney.
A well-versed lawyer can be your best ally when dealing with the legalities involved in reinstating an LLC, especially one that no longer has an active status or has been administratively dissolved due to tax delinquency.
The following factors are some of the issues you may want to consider before you attempt to reinstate your Florida LLC:
- Tax delinquency issues - Dissolution of an LLC can also be due to unpaid taxes. In this case, you will need the help of an attorney who specializes in tax law to deal with your delinquent returns and other outstanding liabilities. It would be best if your lawyer is well-versed in all types of negotiations for payment plans.
- Lack of a registered agent - Florida law requires that every LLC has a designated registered office and a resident agent. If you stop paying your agency fee, the Department of State will suspend the registration until all outstanding fees are paid. In this case, it is critical to appoint another agent as soon as possible so that no further problems arise from your failure to comply with the state legal requirement.
- Incorrect name - If your business was originally registered as ABC Company and has undergone a name change, you need to file an amendment for it to reflect the new business entity. Otherwise, your LLC may be considered inactive or dissolved under its former identity.
What to Expect if You Can Reinstate an LLC?
You must submit a Limited Liability Company Reinstatement to the Division of Corporations to reinstate an LLC.
There is a $100 reinstatement fee, as well as a $138.75 Annual report fee for each year or part of a year during which your company was dissolved, even if your LLC has only been disbanded for a short period.
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The reinstatement form can be found on the Florida Department of State website in the form of an electronic reinstatement application. Again, take note of the reinstatement fee before submitting this document.
The information required for the Florida reinstatement form application includes:
- Document number
- Name(s) and address(es) on file with the Florida Department of State. If there has been a change since your initial registration, list the prior name/business address used for this business
- Federal employer identification number (FEIN)
- The email address where you should deliver your filing confirmation to
- Entity's principal office address and mailing address
- Registered agent name and physical street address
- The names and addresses of the owners
- Your signature and date of your application
Once the Florida Department of State receives your completed reinstatement form, you will receive a confirmation letter with an assigned filing number and relevant reference numbers.
Florida reinstatement application can be submitted once you create a Sunbiz E-File account.
How Long Does It Take To Reinstate an LLC in Florida?
Online reinstatements are published as soon as you submit payment by credit card or a Prepaid Sunbiz E-File Account if an LLC hasn't had an active status for less than a year.
Business entities that have been dissolved or revoked for more than a year need up to 3 business days for the reinstatement to appear if paid by credit card or a Prepaid Sunbiz E-File Account.
How Much Does It Cost to Reinstate an Inactive Florida Corporation?
The fee to reinstate your Florida corporation may be as high as $600, plus there is a $150 penalty for each missed Annual Report.
Even if your firm has only been shut down for a few months, you must submit an Annual Report for your Florida LLC and then submit a payment of $150 for the reinstatement charge.
Do I Need to Reinstate My Business License in Florida?
Reinstating a business license for a Florida corporation is not a difficult process, especially when you have an agent to help and have all the requirements, such as the federal employer identification number and mailing address. It applies to an LLC or a limited partnership.
However, if the business has changed legal status since it was originally registered with Florida, you may have to reinstate your license based on how much time has passed and what type of change occurred.
If less than 12 months have elapsed since the company's formation or dissolution date, then no reinstatement filing is necessary.
All that has to take place during this time are the filing of corporate reports, which may be done electronically through your Secretary of State's website for a filing fee.
However, if more than 12 months have elapsed since these dates, it will be necessary to file annual reports and submit all back taxes and delinquent fees.
Can You Use an Inactive LLC Name in Florida?
The name of an inactive LLC in Florida can't be taken unless it continues to be inactive for more than a year. After one calendar year, the LLC becomes administratively dissolved, and its name is available for use.
LLC Reinstatement Options...
Whether you're setting up a new Florida LLC, limited partnership, or sole proprietorship, the steps to reinstate your business entity are very much similar.
In the end, you should know that there are many reasons why your LLC can't be reinstated. It could be because of a technicality, or it could be because of something more serious like a fraud.
The truth is that if you don't have a good understanding of what to do and how to go about doing it, then this will most likely happen again in the future.
If you need help with reinstating your LLC after termination, seek legal advice from a professional.