How to reinstate your Florida Corporation

By Michael Banner - Mar 28, 2014     


If your Florida corporation has died in the last ten (10) years, you can still revive it, or in corporation parlance, reinstate it.   In other words, if your Florida corporation has been Administratively Dissolved within the last ten years, the Florida Secretary of State now gives you the ability to reinstate your Florida Corp. quickly and easily.  It is done online and after you pay the fees, which are substantial, the state will reinstate your entity in a couple of days.  However, there are several things you should consider first, before you start CPR and attempt to revive your corporation.

Below are answers to some of the most commonly ask questions about this subject, along with a description of your options and how to reinstate your Florida corporation; finally we will review some of the issues you should consider if you do or don’t reinstate your Corp.

But, I haven’t had any business!  

Sorry, but the state does not care.  Here’s the deal, it costs money to maintain a corporation.  But, it costs a lot more to reinstate it.  Regardless of your reasons, if you want your corporation to be brought back from the grave, then you must follow the state’s process for reinstating. 

Do I have any other choices?

You always have choices, but what they are you may not like.  Here they are:

Do nothing

This of course is the easiest.  If the costs are too high, you can leave your corporation as dead and move on. 

Form a new corporation

Yes, this is always an option, and it might be a wise one if your “dead” corporation has had no business and you don’t care about the corporate name.  Remember your dead corporation’s name is locked up for one year and considered “taken” until then.  So, if you need to have a new entity up and running now, you’ll have to choose a different name.  After one year, you could just form a new corporation with the existing corporation’s name and move on forward.  See some of the Potential drawbacks (below) of doing this.

Buck-up and pay

If your corporation has had prior income and expenses, and filed tax returns with the IRS, you are probably going to have to just buck-up and pay the state their fees to reinstate. 

How do I reinstate?

If you decided to reinstate your Florida Corporation, you will do this online.  First, you will fill out a form and submit your payment electronically and then the state will reinstate your company within a couple of days.

Before you reinstate

Before you can start this process, because your Florida Corp. is operated by people by committee, unlike a sole-proprietorship, you must first hold a meeting of the directors to authorize and approve (to “Resolve”) this reinstatement.  Document your meeting in writing with minutes, and be sure you have all directors sign a waiver of notice, since there wasn’t enough time to deliver notice to all directors as defined in the corporation’s bylaws.

Costs

If your Florida Corp. was administratively dissolved by the state for not filing an annual report, then your minimum cost to reinstate will be $750.  Here is how it breaks down:

 

 

Profit Corp.

 

Non-Profit Corp.

Reinstatement Fee

 

$600.00

 

$175.00

Annual Report Fee

 

$150.00 (Each Year)

 

$  61.25 (Each Year)

Minimum Amount Due

 

$750.00

 

$236.25

NOTE:  If you are more than one annual report in arrears, you must pay the annual report fee for EACH year you have not filed.

How to start:

  1. Click Here to look up your Document Number – Search by your corporate name and then write down your document number
  2. CLICK HERE to enter your Document Number and start your reinstatement filing
  3. Fill in the online form with much the same information you would enter in your annual report.   You will type in the signature of both the Registered Agent and the Officer/Director.  So, you better be sure if this is not you that you have their authorization in writing (i.e. at lease Email)
  4. Enter your credit card info and submit.

What else do I need to do after I have reinstated?

After you have reinstated your Florida corporation you’ll need to make sure everyone who noticed and brought your corporation’s death to your attention is updated.  This may include your bank, vendors, or customers.  However, if this is not an issue and not necessary, you might not want to say anything as letting your corporation die is probably not something you want to alert everyone to.

 

Should I form a new Florida Corporation instead?

This is of course an alternative solution to the reinstatement.  It is certainly less expensive as the state fee for a new corporation is only $70 verses at least $750 for a reinstatement.  However, like most decisions, there are some drawbacks to this one as well.

Potential drawbacks

When you let your corporation die and you do not reinstate it, but instead you form a new one, consider these potential drawbacks first:

  • Corporate name – You may not get your corporate name again, even if the year waiting period has passed.  That is because some other corporation or LLC may have formed with a name which is considered too similar to your previous one.  NOTE:  you may not be able to get your name if you reinstate after the one year wait if someone has taken your name.
  • Pay off of loans – If your original corporation has died, and it was the debtor on any loans, they may have to be repaid by you.
  • Adverse taxes – If a corporation has had some operating history, including carry forward depreciation, you may experience some taxes from the liquidation of your corporation upon its death.  Additionally, you’ll need to file a final tax return with the IRS.
  • New EIN – Because it is a new corporation, even if the name is the same, you will probably need to get a new EIN (after you have filed your final tax return).
  • New credit – Any of your corporations credit history, is essentially gone.  You are starting all over again.
  • New contracts – If your existing corporation had signed contracts with previous vendors, customers, or banks, you will have to resign those contracts.  Remember, your new corporation has a new existence date.  So, any contracts with your old corporation are voided.

What step should you take?

As you can see, the costs of reinstating your corporation may be very high.  But, if your corporation has had operations before, it may be far easier to buck-up and pay these fees verses starting all over again.  These kinds of decisions can be quite daunting and involves so many variables, you really should talk with your tax advisor first before proceeding.

Obviously, the easiest choice would have been to maintain your corporation’s charter in a timely manner.  So, if you can, avoid letting your corporation go into default in the first place.

About Michael Banner
  CEO & Founder of SmallBiZ.com, created over seventeen years ago to help small business owners simplify the process of starting & managing their small businesses. SmallBiZ.com now serves over 10,000 businesses per year with various filing and subscription services; in addition to the 1000's of daily visitors to www.smallbiz.com, accessing free services, help pages, & educational videos & webinars.


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