Reminder: Florida Corporate Annual Reports Must Be Filed By May 1

As a reminder, corporate Annual Reports, which are required for business entities to maintain an “active” status with the Florida Department of State, Division of Corporations (“Department”), must be filed by May 1, which falls on a Sunday this year.  Accordingly, it is recommended that all Annual Reports be filed by Friday, April 29.

The Annual Report allows updated information to be submitted to the Department regarding the organization of the business entity and provides the opportunity to add, change or delete the following items:

• Names and/or addresses of officers, directors, managers, managing members or partners;
• The Registered Agent and Registered Office address

(however, certain insurance companies that are required to be registered with the Secretary of State cannot change their Registered Agent/Office, which must be designated as the Chief Financial Officer of Florida);

• The principal office address and mailing address for the business entity; and
• The federal employer identification number.

All reports must be filed online. 

The document number for the business entity must be entered as a preliminary step in filing the Annual Report.  If the company’s document number is not known, a search for the company can be conducted at the Department Web site:  www.sunbiz.org.

A hyperlink to file the Annual Report, as well as a hyperlink to instructions on filing an online Annual Report are available at www.sunbiz.org. 

Information submitted in an Annual Report is a public record and will appear on the Department’s online database of business entities. 

When filed in a timely manner, the Annual Report filing fees are as follows:

• $150 for a for-profit corporation (plus $8.75 for the optional certificate of status);
• $138.75 for a limited liability company (plus $5 for the optional certificate of status);
• $500 for a limited partnership or limited liability limited partnership (plus $8.75 for a certificate of status);
• $61.25 for a not-for-profit corporation (plus $8.75 for a certificate of status).

A $400 late fee will apply after May 1 for all for-profit business entities, regardless of whether the business entity received its annual report filing notice.  This fee cannot be waived.  A business entity also can be administratively dissolved or revoked for failure to file its Annual Report.  

If paying by check or money order, the payment voucher that is generated upon filing and the check or money order must be mailed and postmarked on or before May 1. 

Should you have any questions or comments, please contact Colodny Fass.

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