Florida requires most registered business entities to file an Annual Report with the Florida Department of State, Division of Corporations (Sunbiz). This report updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to this, there are annual tax-related filings with the Florida Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Florida is crucial for your entity’s legal operation. Failure to comply with applicable filing requirements can lead to severe penalties and negative consequences, including:
Significant Late Fee: For most for-profit entities, a $400.00 late fee is automatically imposed if the Annual Report is filed after May 1st. This fee cannot be waived.
Administrative Dissolution/Revocation: If the Annual Report (and any applicable late fees) is not filed by the third Friday of September, your entity will be administratively dissolved (for domestic entities) or have its authority revoked (for foreign entities).
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Florida courts.
Complex Reinstatement: Reinstatement is a costly and time-consuming process that requires filing all delinquent reports, paying all associated fees (including the $400 late fee for each year missed), and specific reinstatement applications.
Specific Requirements by Entity Type in Florida:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Florida:
Annual Report (Florida Department of State, Division of Corporations – Sunbiz):
Frequency: Annually.
Filing Period: Annually between January 1st and May 1st.
Due Date: By May 1st of each year.
Late Filing Penalty:
For-Profit Corporations, LLCs, Limited Partnerships (LP), and Limited Liability Partnerships (LLP/LLLP): A $400.00 late fee is imposed for any report filed after May 1st.
Non-Profit Corporations: Not subject to the $400 late fee, but still face administrative dissolution for non-filing.
Information Required: Entity’s legal name, Florida Document Number, Federal Employer Identification Number (FEIN), principal mailing address, principal office address, current Registered Agent information (name and street address), and information on the entity’s principals (e.g., officers/directors for corporations/non-profits; managers/members for LLCs; general partners for LPs/LLPs).
Filing Method: Must be filed online through the Florida Sunbiz website (www.sunbiz.org). Paper filings are no longer accepted.
For Corporations (For-Profit & Professional) in Florida:
In addition to the Annual Report:
Filing Fee for Annual Report:$150.00 (+$400 if filed after May 1st, total $550.00).
Florida Corporate Income/Franchise Tax (Florida Department of Revenue – Form F-1120):
Frequency: Annually.
Due Date: Generally, by the first day of the fifth month following the close of your taxable year (e.g., May 1st for calendar year filers). If the federal return is due on May 15, the Florida return is due on June 1. For fiscal years ending June 30, the due date is the first day of the fourth month (October 1). Extensions are available to file (but not to pay).
Note: Florida imposes an income tax on corporations, but does not have a separate franchise tax based on the privilege of doing business.
For Limited Liability Companies (LLCs) in Florida:
In addition to the Annual Report:
Filing Fee for Annual Report:$138.75 (+$400 if filed after May 1st, total $538.75).
Florida Income Tax: LLCs are generally treated as pass-through entities for Florida income tax purposes (unless they elect to be taxed as corporations). Income and losses are reported on the owners’ individual income tax returns. Florida does not impose a separate state-level income tax on the LLC itself if treated as a partnership or disregarded entity.
For Partnerships (Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Florida:
In addition to the Annual Report:
General Partnerships (GPs): Generally, GPs formed by agreement are not required to file an Annual Report with the Florida Division of Corporations unless they have filed a Statement of Partnership Authority or a Fictitious Name Registration. They are subject to federal and state income tax reporting requirements for pass-through entities.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities must file an Annual Report.
Filing Fee for Annual Report:$500.00 (+$400 if filed after May 1st, total $900.00).
Florida Partnership Information Return (Florida Department of Revenue – Form F-1065):
Frequency: Annually.
Applies if: The partnership is doing business, earning income, or existing in Florida and has a partner subject to Florida Corporate Income/Franchise Tax.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Note: This is an informational return. Florida does not impose an income tax on the partnership entity itself; partners pay tax on their share of the income.
For Non-Profit Corporations in Florida, please also note the following:
In addition to the Annual Report:
Filing Fee for Annual Report:$61.25. (Non-profits are not subject to the $400 late fee, but administrative dissolution still applies for non-filing).
Charitable Organization Registration and Annual Renewal (Florida Department of Agriculture and Consumer Services – FDACS):
If your non-profit solicits charitable contributions in Florida (unless specifically exempt, e.g., typically those receiving less than $25,000 in contributions and not using paid solicitors or professional fundraisers), you must register and renew annually with FDACS, Division of Consumer Services.
Due Date: Annually, generally within 60 days of the charity’s fiscal year end.
Filing Fee: Varies based on your organization’s gross contributions, often starting at $0 for small charities and increasing with revenue. Professional fundraisers also have separate fees.
Required Attachments: This renewal requires submitting a completed application, a copy of your federal IRS Form 990 series return, and potentially an audited or reviewed financial statement if your annual contributions exceed certain thresholds ($500,000 or $1 million).
Penalties: A late filing fee of $25.00 per month (or part of a month) applies to renewals received after the due date. Failure to comply can also result in fines and other legal consequences for unlawful charitable solicitation.
Florida Exempt Organization Business Income Tax:
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Florida corporate income tax return (Form F-1120) would be filed.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it automatically qualifies as tax-exempt with the State of Florida for corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Florida filings typically require verification or updating of the following:
Your entity’s legal name and Florida Document Number.
The current principal office address and mailing address.
The name and physical street address of your Florida Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships: Names and addresses of general partners.
Updated contact information for the entity.
For Non-Profits: Details on any changes to your board of directors, charitable solicitation activities, and financial information for FDACS reporting (gross contributions, expenses).
How can we assist you? We understand that navigating these compliance requirements, especially with Florida’s strict May 1st deadline and substantial late fees, can be daunting. We are here to assist you with understanding and fulfilling your Florida compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Florida Department of State.
Assisting with the preparation and filing of your Florida tax returns (if applicable).
Preparing and filing any applicable non-profit charitable renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Florida Department of State and, if applicable, the Department of Revenue or FDACS.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Florida compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
