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Thread: [Florida] Paying annual report late fee vs. reincorporation vs. reinstatement

  1. #1

    Default [Florida] Paying annual report late fee vs. reincorporation vs. reinstatement

    I have an LLC in Florida. I have done very little with it over the last couple years. I was previously using it for house flipping but have been taking a break on it. For 2019, I just realized last night that I failed to file my annual report by May 1st. This means that I now must pay a $400 late fee in addition to the standard $138.75. If I fail to make a payment by September 27th, the Florida Department of State will dissolve my LLC.

    The cost to create a new LLC with the State of Florida is only $125. I have a bank account tied to the LLC, and I have received one small consultation fee through my LLC this year. Considering that I have barely used my LLC this year and could always have the one consultation fee received in 2019 reissued to a different LLC, is there any problem with my letting the current LLC dissolve and simply reincorporating as [old LLC name] 2? I really like my current LLC name and would like to keep it and just append it with the number 2. By doing this, I would save myself $413.75. It seems too easy, though. There must be a catch. Is there some problem with this option that Im not realizing?

    Also, I noticed on the FL DoS fee schedule, it shows reinstatement costs $100 + $138.75 for each missed report year. I am interpreting that such that I could allow the LLC to dissolve on September 27th, and then file for reinstatement on September 28th, which would cost me $238.75, saving me $300 vs. $538.75 to file my annual report late. Am I understanding this option correctly? As I understand it, this option doesnt save me as much as reincorporation, but I figured Id ask about this one in case the reincorporation option is not viable.

    Here is the FL DoS fee schedule: https://dos.myflorida.com/sunbiz/forms/fees/

    Thanks in advance for any help, guidance, advice, etc!

  2. #2
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    Hello I reside in FLA and the late fee is steep. Yes you could dissolve - lapse - and start a new LLC similar with 2. Would that be confusing? Why don't you call the SOS office?

    You write dissolve and reinstatement which are 2 different actions. #1 dissolve Sept 27 (no fee?) OR # 1 start with new name Sept 28


    When you dissolve then you will need to reinstate which will be $400+. Does that make sense? Currently NOW you can pay and keep current and there is $400.00.

    Starting over is $125. You are filing a NEW NAME - correct? Adding the number 2.

    You are writing about re incorporation and I think you are trying to ask the same question as re instatement. Is re instatement after Sept 27 - yes.

    Re instatement on Sept 28th is not re instatement. This would be NEW filing. Also re instatement as you write is $100 PLUS each past year without filing. How many years? Only one? I think you still have to pay $400 if you choose to reinstate.
    Last edited by beetee; 06-17-2019 at 08:28 AM.

  3. #3

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    Hey there! Thank you so much for your reply. I really appreciate it. It seems I must be mistaken regarding my understanding of dissolving and reinstatement. My understanding was that reinstatement makes an LLC active again after it has been dissolved. It sounds like that is not correct.

    Based on the fee schedule, it looked to me like reinstatement is only $100 plus the filing fee for each year ($138.75 x number of years).

    Also, you mentioned that I should call the SOS office? What are you referring to? Is that the Secretary of State?

    Thanks again for your help!

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    Quote Originally Posted by steiney View Post
    Hey there! Thank you so much for your reply. I really appreciate it. It seems I must be mistaken regarding my understanding of dissolving and reinstatement. My understanding was that reinstatement makes an LLC active again after it has been dissolved. It sounds like that is not correct.

    Based on the fee schedule, it looked to me like reinstatement is only $100 plus the filing fee for each year ($138.75 x number of years).

    Also, you mentioned that I should call the SOS office? What are you referring to? Is that the Secretary of State?

    Thanks again for your help!
    Yes SOS is sec of state.

  5. #5

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    Quote Originally Posted by beetee View Post
    Hello I reside in FLA and the late fee is steep. Yes you could dissolve - lapse - and start a new LLC similar with 2. Would that be confusing? Why don't you call the SOS office?

    You write dissolve and reinstatement which are 2 different actions. #1 dissolve Sept 27 (no fee?) OR # 1 start with new name Sept 28


    When you dissolve then you will need to reinstate which will be $400+. Does that make sense? Currently NOW you can pay and keep current and there is $400.00.

    Starting over is $125. You are filing a NEW NAME - correct? Adding the number 2.

    You are writing about re incorporation and I think you are trying to ask the same question as re instatement. Is re instatement after Sept 27 - yes.

    Re instatement on Sept 28th is not re instatement. This would be NEW filing. Also re instatement as you write is $100 PLUS each past year without filing. How many years? Only one? I think you still have to pay $400 if you choose to reinstate.
    Hey there,

    So, I just spoke to the Department of State, and it turns out you are completely wrong, so I figured I'd make another post in this thread to correct the record for anyone who finds this thread in the future while searching for the answer to this question.

    If you just wait out the late fee period, then your LLC will be administratively dissolved. Once it is dissolved, simply file for reinstatement. You will pay the regular annual fee ($138.50) plus the reinstatement fee ($100.00), but you won't have to pay the late fee ($400.00). So, you save $300.00 by letting your LLC go to administrative dissolution.

    In my case, I'm not actively using my LLC so there's no legal risk of me "operating" without an LLC license for a couple days. This might not be the case for everyone. For instance, if you're a landlord, and someone gets hurt on one of your properties during the two days your LLC is dissolved, that could possibly create some exposure for you. Or, if you run a restaurant via an LLC and someone gets hurt at your restaurant during the couple days your LLC is dissolved, it could cause a problem. Those are just two scenarios I could think of, so give some thought to it before using the strategy.

    Anyway, thank you for your previous attempt to help! I posted this question in six locations online, and you were the only person to even bother responding to me out of all six posts.

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    Quote Originally Posted by steiney View Post
    Hey there,

    So, I just spoke to the Department of State, and it turns out you are completely wrong, so I figured I'd make another post in this thread to correct the record for anyone who finds this thread in the future while searching for the answer to this question.

    If you just wait out the late fee period, then your LLC will be administratively dissolved. Once it is dissolved, simply file for reinstatement. You will pay the regular annual fee ($138.50) plus the reinstatement fee ($100.00), but you won't have to pay the late fee ($400.00). So, you save $300.00 by letting your LLC go to administrative dissolution.

    In my case, I'm not actively using my LLC so there's no legal risk of me "operating" without an LLC license for a couple days. This might not be the case for everyone. For instance, if you're a landlord, and someone gets hurt on one of your properties during the two days your LLC is dissolved, that could possibly create some exposure for you. Or, if you run a restaurant via an LLC and someone gets hurt at your restaurant during the couple days your LLC is dissolved, it could cause a problem. Those are just two scenarios I could think of, so give some thought to it before using the strategy.

    Anyway, thank you for your previous attempt to help! I posted this question in six locations online, and you were the only person to even bother responding to me out of all six posts.
    Good to know. Well when you wrote completely wrong - ouch - but then again you gave me a compliment at the end. Also I am 2 yrs new in FLA and this is what they told me. I wrote I think also because sometimes when you talk to these people on the phone it was not clear to me. I consider myself pretty sharp but the way it is posted on the SOS site was not so clear. I think I did a typo of reinstatement of $400 and confused myself.

    Good luck!

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