Florida LLC: Sunbiz, and the May 1 deadline that costs $400

Two things about the cost. First, the fee is $125, not $100. Florida splits it: $100 for the Articles of Organization and $25 to designate a registered agent, and the designation is not optional, so every page that tells you a Florida LLC costs $100 is quoting half the invoice. Second, at checkout Sunbiz offers a certified copy for $30 and a certificate of status for $5. Neither is needed to form the company. A bank might ask for a certificate of status later, and you can buy one then, for $5, in about a minute.

After that Florida is simple, if not quite cheap: $138.75 a year, and no franchise tax, no entity tax, no publication requirement and no state income tax on the profit that flows to your personal return. Five years costs $680 — more than most states, and every dollar of it above the filing fee is that one annual report. There are no surprises in the number. It only becomes expensive if you forget the date.

The annual report is not a report. It is a short confirmation of your address, your registered agent and your managers — five fields, most of them pre-filled — and it takes about ten minutes. It costs $138.75. That is the whole obligation, and it is the entire reason Florida LLCs stop existing.

What makes Florida different from every other state is the shape of the penalty. Most states charge a proportionate late fee, or a small one, or give you a grace period. Florida charges a flat $400, immediately, on 2 May. It is nearly three times the report. It cannot be waived and there is no appeal.

The September dates matter and they move. The Division of Corporations' cut-off is the third Friday in September for the filing to land; entities still unfiled are administratively dissolved at the close of business on the fourth Friday. Cheque payments have to arrive earlier than card payments. If you have reached September, pay by card and do it that week.

Reinstatement afterwards is possible — $100 plus $138.75 for every report year you missed — and it restores the LLC as if it had never lapsed. But in the gap the company was dissolved, and whatever you signed in that gap you may have signed personally.

This is the detail that makes the deadline so easy to miss. Florida Statutes §605.0212 says the first annual report is delivered "between January 1 and May 1 of the year following the calendar year in which the limited liability company's articles of organization became effective." Not the anniversary — the following calendar year.

So an LLC formed in February gets fourteen months before it hears from the state, and one formed in November gets six. Either way, the first year is silent: no report, no fee, no email that says "your annual report is due." The habit never forms, and then a year later a $400 penalty arrives for a $138.75 filing. It is the single most common way a Florida founder loses money to the state.

Florida's business register is public, searchable and downloadable, so within days of your filing being accepted your name and address are in the hands of every mailing list in the state. What arrives next looks official. The Division of Corporations publishes a consumer notice about it and is fairly blunt: read solicitations carefully, and don't confuse them with Sunbiz.

The usual forms are these. A letter offering to file your annual report for $200 to $250 — the state charges $138.75 and the letter is a middleman, sometimes a legitimate one, sometimes not. A "Certificate of Status" offer for $50 or more — the state charges $5. And an "Annual Minutes" or "Annual Corporate Records" form with a fee attached, which the Division states plainly is not required by its office or any other government agency. In January and February the emails start too, timed to the filing window and worded to look like a deadline notice.

The test is simple. Anything real from the Division of Corporations points at sunbiz.org, costs $138.75, and doesn't need you to post a cheque to a PO box in a different county.

Florida levies no personal income tax, so an LLC's profit passing through to your personal return isn't taxed by the state. That is real and it is the reason a lot of people move here. What Florida does collect from a small business is narrower and more specific.

What Florida does not have is worth listing too, because it removes several of the traps on the state-by-state table: no franchise tax on the entity, no publication requirement, no initial report, no minimum tax. Once the annual report is filed the state has nothing else to ask you for.