Annual reports are designed to allow a business entity to make changes to pertinent information such as the names and addresses of the officers, the registered agent details or changing of the principal address. It is important to note that the annual report does not allow you to change the name of your business in Florida. To make that change, business entities must choose the appropriate amendment form for submission. In the state of Florida, business entities submit annual reports to the Florida Department of State, Division of Corporations.
As defined by the Florida Department of State, filing of annual reports is required each year, regardless if there are changes to the business. Please be aware that the annual report is not a financial statement, but instead an accurate picture of how the administrative side of the business looks.
Annual Registration Due Dates and Penalties
Regardless of the business entity type, all annual reports are due by May 1, however, businesses may begin filing as early as January 1.
In Florida, penalties are severe for late filings of the annual report. Any payments made after May 1 will result in a $400 late fee for profit corporations, LLC, LP, and LLPs; nonprofits are not subject to this fee.
In addition, if the annual report has not been filed by the third Friday in September, the business will be administratively dissolved in the records of the Division of Corporations. Entities may apply for reinstatement, however a reinstatement application is required along with the reinstatement fee and annual reports fee upon submission.
Requirements for Filing an Annual Registration
It is the policy of the State of Florida that any information submitted on an annual report will be public record and made available on the Division’s website.
All annual registrations in Florida require the following information:
- Document number (6 or 12 digits) assigned to the entity when initially filed or registered with the Division of Corporations
- Official / legal name of the business on record
- Federal Employee ID Number (9 digits), assigned by the IRS for federal tax identification purposes (do not enter a social security number here)
- Principal Business Address
- Name, address and signature of Registered Agent (In Florida, the business entity cannot serve as its’ own RA, although an individual or principal associated with the business may be in that role. An authorized company like DoMyLLC may also be assigned as the RA)
- To sign electronically, the RA must type their own name into the signature block. Florida law states that typing someone’s name without his or her permission constitutes a forgery.
- Names and addresses of principals where appropriate (officers, directors, managers, authorized representatives, general partners)
- At least one principal name and address is required.
- If the entity is an LP or LLP, the annual report cannot be used to change the general partners’ information; to do so, a Certificate of Amendment must be filed.
- Valid email address. This is necessary as the filing confirmation, certificate and future communications will come to this email address.
Filing Fees for Annual Registration
For the state of Florida, submission of annual reports must be done online, however the payment of the filing fees can be done online or by mail/courier. The filing fees for annual reports are as follows:
- Profit Corporations – $150.00
- Nonprofit Corporations – $61.25
- LLCs – $138.75
- LP, LLLPs – $500.00
- LLP – $25.00
If the annual report has already been filed but changes are needed, an amended annual report is required and the entity must pay the corresponding fees.
- Profit and non-profit corporations – $61.25
- LLC – $50.00
- LP – $411.25
In addition, entities may request a Certificate of Status that indicates the business is active and all fees are paid through a specific date. To obtain this certificate, a fee of $8.75 is due for corporations or limited partnerships, or $5.00 for limited liability companies.
How to File an Annual Registration
Anyone with authority in the business entity may file the annual registration. As mentioned above, the state of Florida requires online submission of all annual reports. To do so, visit the Division of Corporations website where a button is available to click and begin the process of filing the annual report. Note that if the date is after the September deadline for dissolution, the online link will not be available.