Administrative Dissolution of Florida Entities
Administrative dissolution is the involuntary termination of a Florida corporation, LLC, or other registered entity by the Department of State for failure to meet statutory filing requirements. It is the most common form of involuntary business termination in Florida.
Causes and Process
The primary cause is failure to file the annual report by the May 1 deadline. Florida Statute Sections 607.1421 (corporations) and 605.0714 (LLCs) authorize the Department of State to dissolve entities that fail to file. The Department first issues a certificate of default, giving the entity a final opportunity to cure. If the delinquency is not resolved, dissolution is entered and published in the state records.
Reinstatement
Florida provides a straightforward reinstatement process. The entity must file an application, pay all delinquent annual report fees plus a reinstatement fee, and verify that its name has not been taken by another entity. Upon reinstatement, the entity's legal existence relates back to the date of dissolution under Sections 607.1422 and 605.0715, preserving continuity of contracts, property ownership, and litigation standing.
Related Terms
Barnes Walker Business Law
Barnes Walker handles entity reinstatement, dissolution, and business formation matters for Florida companies. Contact our business team for assistance.
Florida Law Reference
Fla. Stat. Ch. 61
Governs dissolution of marriage proceedings in Florida, including equitable distribution of marital assets, alimony, and parental responsibility.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC