Business cycles can severely affect the viability of a business. Sometimes the business environment shifts, and a previously successful company falls on hard times. When hard times come, some companies end up getting dissolved.
Fortunately, even the difficult times are often temporary. A business strategy that was once not viable might suddenly become an outstanding opportunity. These situations can make business owners regret letting their LLCs get dissolved in the first place. However, these entrepreneurs likely won’t have to start back up from scratch. Many will have the option to reinstate a dissolved LLC in Florida.
At BrewerLong, we understand the challenges of reopening a dissolved LLC. Our experienced business attorneys can help you recover much of the potential of your dissolved business. We will work diligently to provide valuable guidance while helping you pursue your business goals. Contact BrewerLong today and schedule a consultation.
Restarting a Dissolved LLC
Filing for reinstatement can be relatively straightforward, depending on why your business was dissolved. To reinstate a dissolved company in Florida, you must meet the state requirements for reinstatements. If you can meet these requirements, the next step is filing for reinstatement and paying the relevant fees.
Requirements
The requirements for reinstatement of a dissolved LLC in Florida depend upon why the LLC was dissolved. In any case, a business owner must be able to get the business back in good standing to reopen it. To get back into good standing with the Florida Division of Corporations, a business must pay all applicable fines and fees that it is subject to. These fines and fees are different for every company. An experienced business attorney can help you determine what it will take to get your dissolved LLC back into good standing.
Further, a year after a company is dissolved, another company can take its name. If another company takes your dissolved LLC’s name, you must choose a new name to reopen the business.
Filing for Reinstatement in Florida
If your LLC was administratively dissolved, you must file an LLC Reinstatement form with the Florida Division of Corporations. The online form is available. Information required to complete the form includes:
- Your LLC’s document number,
- The official name of your business,
- Your company’s employer identification number (EIN),
- The LLC’s principal place of business,
- An email address,
- The LLC’s mailing address, and
- Information about the LLC’s registered agent (likely you).
Once you submit the form, the reinstatement usually takes two to four days to process.
If you voluntarily dissolve your LLC, the process for reinstatement is different. Voluntarily dissolved LLCs can be reinstated by filing a revocation of articles of dissolution within 120 days of the effective date of the LLC’s articles of dissolution. After 120 days have passed, you will not be able to reinstate a voluntarily dissolved LLC.
Call BrewerLong today if you have any problems reinstating your LLC in Florida.
Costs
The fees for reinstating an LLC are straightforward. Reinstatement of an LLC costs $100.00 plus a $137.75 annual report fee for every year or portion of a year that the LLC was dissolved. Additionally, you must pay any penalties or fees that the LLC was subject to when it was dissolved.
Why Businesses Get Dissolved
LLCs get dissolved in Florida voluntarily, administratively, or judicially for three reasons.
Voluntary dissolutions occur when the owners of the LLC decide to shut down a business and file articles of dissolution.
Administrative dissolutions happen when LLCs:
- Fail to file an annual report by 5:00 p.m. ET on the third Friday of September for a given business year;
- Fail to pay a fee or penalty owed to the Florida Division of Corporations;
- Do not appoint and maintain a registered agent; and
- Do not deliver a statement of change within 30 days of a change of name or address of the registered agent.
Judicial dissolutions result from a court deciding that an LLC obtained its articles of organization through fraud or has exceeded or abused the authority conferred upon it by law. An LLC that is judicially dissolved cannot be reinstated.
Frequently Asked Questions
What Are the Benefits of Reinstating an LLC in Florida?
You can pick up business right where you left off by reinstating your LLC. You can leverage the reputation you gained doing business before the dissolution. Further, you can regain the legal protections that being an LLC provides.
Should I Ask for a Certificate of Status when Filing for Reinstatement?
A certificate of status is a form that proves an LLC is registered and in good standing in Florida. If you might need this proof, pay the $5.00 filing fee to obtain the certificate.
Who Do I Contact If I Have Problems With the Reinstatement Process?
You can contact the Florida Department of State Division of Corporations for questions about the reinstatement process.
Further, an experienced attorney from BrewerLong will be happy to help. We can guide you through reinstating your business and help you with all your newly reinstated LLC’s legal needs. Contact us today.
This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully BrewerLong.
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