Florida LLC Administratively Dissolved: How to Read Sunbiz and Reinstate

How to read the Sunbiz record: Status, Last Event and INACT/UA

The Sunbiz detail page for an LLC starts with a block called Filing Information. We opened LLC records on search.sunbiz.org on October 13, 2026 and counted the labels in that block. There are nine.

The Status field alone can mislead. In the five LLC records we opened, all five showed Status “INACTIVE.” Four showed the Last Event “ADMIN DISSOLUTION FOR ANNUAL REPORT,” and one showed “LC VOLUNTARY DISSOLUTION.” So read Last Event to learn whether the state dissolved the company or its owners did.

One of the four was dissolved this year. Its Last Event was “ADMIN DISSOLUTION FOR ANNUAL REPORT” with an Event Date Filed of 09/25/2026, the fourth Friday in September. The search results list uses short codes instead. Sunbiz says names marked “INACT/UA” after an administrative dissolution or revocation “are held for one year after their dissolution or revocation date.” Without the “/UA” suffix, the same FAQ’s status chart lists “INACTIVE or INACT” names as “Yes” under “Available for Use.”

The four grounds in Section 605.0714 and the yearly calendar

Subsection (1) of Section 605.0714 lists four grounds. The Department may dissolve an LLC that does not deliver its annual report by 5:00 p.m. Eastern Time on the third Friday in September. It may also dissolve one that does not pay a fee or penalty owed under the LLC chapter.

The other two grounds are about the registered agent. One covers an LLC that does not appoint and maintain a registered agent under Section 605.0113. The other covers an LLC that does not file a statement of change within 30 days after the agent’s name or address changes. That ground does not apply if, within those 30 days, the agent filed its own statement under Section 605.0116 or the change was made under Section 605.0114(4).

The two kinds of grounds follow different steps. For a missed annual report, the date is fixed by law. For the other three grounds, subsection (3) requires a notice of intent first. Subsection (4) gives the LLC 60 days to correct each ground or show it does not exist.

Sunbiz published its own dates for 2026. “For the 2026 calendar year, the last day to pay by check is September 18th. You may pay by credit card through 5:00pm EST, September 25, 2026.” It also says an entity that misses the report will be dissolved “at the close of business on the fourth Friday of September.” So for 2026, Sunbiz’s card deadline fell one week after the statute’s deadline, on the dissolution day itself. We did not find a Sunbiz page that explains the difference. Check the Sunbiz annual report page each year for that year’s dates.

Administrative dissolution compared with articles of dissolution

Florida has two ways an LLC can end up dissolved, and they are undone in different ways. Sunbiz says Articles of Dissolution “will voluntarily dissolve the Florida limited liability company.” Its reinstatement instructions say “Voluntarily dissolved, merged, cancelled or withdrawn business entities cannot reinstate.”

An LLC formed in another state and registered in Florida is not dissolved. Under Section 605.0908, its certificate of authority is revoked, on the same fourth Friday for a missed annual report. Section 605.0909 lets it apply for reinstatement at any time after the revocation.

What a dissolved Florida LLC can and cannot do

The LLC still exists, but its activities are limited. Section 605.0714(5) says it “continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants.”

Lawsuits can still reach it. Section 605.0717(1) says dissolution does not prevent a proceeding by or against the LLC in its name. Section 605.0714(6) says administrative dissolution “does not terminate the authority of its registered agent for service of process.”

Section 605.0212(6) says an LLC that fails to file a compliant annual report “may not maintain or defend any action in a court of this state” until the report is filed and the fees and penalties are paid.

Reinstatement repairs most of this, with one limit. Section 605.0715(4) says the LLC “may resume its activities and affairs as if the administrative dissolution had not occurred.” The same subsection protects people who relied on the dissolution before they knew or had notice of the reinstatement. Ask a Florida attorney how that applies to contracts signed while the LLC was dissolved.

How to reinstate a Florida LLC and what it costs

Section 605.0715(1) says a dissolved LLC “may apply to the department for reinstatement at any time after the effective date of dissolution.” The application must be signed by both the registered agent and an authorized representative of the LLC. Sunbiz says the application “is filed in lieu of any past due annual report(s).”

1. 1Find the document number. Sunbiz says it is in “the email notice or on the postcard” from the Division of Corporations, or you can search the records by name.
2. 2Open the online reinstatement filing on Sunbiz and enter the document number.
3. 3Review every address and name on the form. The reinstatement can change the principal office, mailing address, registered agent, registered office and managers, but it cannot change the LLC’s name.
4. 4Have the registered agent and an authorized representative sign by typing their names.
5. 5Pay the fee. Sunbiz’s reinstatement page says online reinstatements post immediately when the LLC was dissolved for less than one calendar year and paid by card. The same page says to allow 2-3 business days if it was dissolved for more than one calendar year, because the Division checks the name first. The older e-file instructions say card filings post “within 24-48 hours.”

The $400 late charge has an exception in Section 607.193(2)(b). It does not apply when an entity was administratively dissolved for failing to file, then applied for reinstatement and paid the reinstatement fee. Our guide to what a Florida LLC costs walks through that fee arithmetic. In state fees alone, being dissolved and reinstating in the same year costs less than filing late. Dissolution is still not a safe way to file late, because of what Section 605.0212(6) and 605.0714(5) do in the meantime.

If another business has lawfully taken the name, Section 605.0715(6) requires the LLC to amend its articles to change its name before reinstatement. If the Department denies reinstatement, Section 605.0716 allows a petition to the Circuit Court of Leon County within 30 days after the notice of denial. Our guide to reinstating an LLC that is not in good standing compares Florida with other states.

Where the dissolution notice goes: the addresses on your Sunbiz record

We read all six subsections of Section 605.0714 and counted every mention of an address. There are four. Three are in nearly the same sentence, in subsections (2), (3) and (4): “Issuance of the notice may be by electronic transmission to a limited liability company that has provided the department with an e-mail address.” The fourth is the agent’s address in ground (d). The section does not name a postal address for a paper notice.

The Division’s own instructions fill in part of that gap. They say the document number “is listed in the email notice or on the postcard you received from the Division of Corporations.” The reinstatement instructions say the email address on the form is used “for all future emails from our office.” We did not find a Sunbiz page that names which address the postcard is sent to.

The registered agent is the third route. Section 605.0117(2) lets a notice or demand go to the registered agent at the registered office. Section 605.0113(3)(a) says the agent forwards it “at the address most recently supplied to the agent by the company.” An old address with your agent can stop a lawsuit from reaching you.

You can update the email, principal office and mailing address on Sunbiz without waiting for the next annual report. The annual report and the reinstatement application can also change the registered agent and registered office. Sunbiz adds a limit: updates on Sunbiz “only apply to records held within the Florida Department of State.” Your records at other agencies, such as the Florida Department of Revenue, must be updated separately.

The reinstatement instructions say the posted application “will be a public record.” Individuals whose personal address is exempt under Chapter 119 “must list an alternate address.” Our free address checker shows how an address is classified before you put it on a state filing.