Reinstate a dissolved Florida company

Usually that the Department of State administratively dissolved it, almost always for not filing the Annual Report. It isn’t a voluntary closure or a bankruptcy: it’s a change in registry status that can be reversed.

§607.1422(1) allows you to apply for reinstatement “at any time” after the effective date of the dissolution. There’s no deadline, although the longer you wait, the more overdue reports and penalties pile up.

Largely, yes. §607.1422(4)(a) says reinstatement relates back to the date of dissolution, and paragraph (b) says the corporation may carry on as if the dissolution had never occurred. Paragraph (c) adds that the rights of anyone who acted in reliance on the dissolution before learning of the reinstatement are not affected.

Because §607.1420(1)(a) sets the deadline at 5 p.m. Eastern Time on the third Friday in September, and §607.1420(2) sets dissolution for a missing Annual Report on the fourth Friday of that month. The report was due in May; enforcement comes in the fall.

Two people: the registered agent and an officer or director of the corporation (§607.1422(1)). That’s why the first thing we check is whether there’s a valid registered agent: without one, the application can’t even be filed.

It’s the most common situation, and in fact losing your agent is itself a ground for dissolution (§607.1420(1)(c)). We can take on the role with a physical address in Florida and sign the application in that capacity.

Yes. Reinstatement requires getting fully current: the overdue reports and all fees and penalties owed, calculated at the rates in effect when you apply.

You can, but it rarely pays off. You lose your history, contracts signed in the old company’s name, bank accounts and, in some cases, licenses. On top of that, §607.1422(5) protects the dissolved company’s name from being taken by someone else, so it isn’t free for anyone to use either.

§607.1622(6) is explicit: a corporation that doesn’t file its Annual Report may not bring or maintain an action in Florida courts until it files the report and pays the fees and penalties owed.

The process is similar, and an LLC can be reinstated too. What changes are the applicable sections (in Chapter 605) and who signs the application. We look at your specific file before telling you where your case stands.

It’s still possible: the law sets no deadline. What changes is the number of overdue reports. With very old files, we first check whether reinstating makes sense or whether the real business has already moved to another entity.

Two things: keep a registered agent who reads the mail, and put the Annual Report on a calendar that doesn’t depend on anyone’s memory. Both are part of our annual maintenance service.