Is Florida's annual report the same as the franchise tax?

Florida has no state corporate income tax, so there is no franchise tax equivalent. The annual report ($150) is the only ongoing state-level corporate filing. This makes Florida one of the lower baseline annual costs among US states, though the strict May 1 deadline means failure has serious consequences.

What is Florida's two-tier inspection regime?

Under FBCA § 607.1602, basic records are accessible to any shareholder on five business days' notice without showing purpose. Sensitive records (accounting, board minutes, shareholder list) require a good-faith proper-purpose demand. This Model Business Corporation Act feature is shared by Washington and Massachusetts. Delaware (§ 220) applies the proper-purpose requirement to all records; California has no threshold at all.

🇺🇸 United States · Florida

Florida corporate records guide

Q: What happens if I miss Florida's May 1 deadline?

Filing between May 2 and the third Friday in September: $150 filing fee + $400 late fee = $550 total. After the third Friday in September: the corporation is administratively dissolved, and reinstatement (rather than late filing) is required. Reinstatement fee is $600 plus all missed annual report fees.

Florida's annual report deadline (May 1) is one of the most strictly enforced US state corporate filing deadlines. The FBCA is MBCA-based with detailed records and two-tier inspection. Florida is a common choice for businesses operating primarily in Florida or the Southeast US.

Quick facts

Florida Business Corporation Act, Chapter 607

Registry	Florida Division of Corporations (Sunbiz)
Records location	Principal office
Director residency	None required
State income tax	None
Annual report	Due May 1, $150 ($550 late after May 1)

Topic guides for Florida

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under FBCA:

Minute book

Detailed corporate records list under FBCA § 607.1601, most prescriptive US records statute.

View Florida corporate records

Share certificate

Share certificates under FBCA § 607.0625; uncertificated permitted under § 607.0626.

View Florida share certificate

Annual return

Annual report due May 1 ($150) via Sunbiz; $400 late fee after May 1; administrative dissolution in September.

View Florida annual report

Share register

Shareholder records under § 607.1601; two-tier inspection structure under § 607.1602.

View Florida shareholder records

Directors’ resolutions

Action without meeting under FBCA § 607.0825; conflict rules under § 607.0832.

View resolutions guide

Annual meeting

Annual meeting under FBCA § 607.0701; written consent under § 607.0704.

View annual meeting guide

Florida's strict May 1 deadline

Florida's annual report deadline is one of the most strictly enforced US state corporate filing deadlines. The annual report must be filed between January 1 and May 1 each year. After May 1, a $400 late fee applies (total $550). After the third Friday in September, the corporation is administratively dissolved.

Reinstatement under § 607.1421 requires filing all missed annual reports plus a $600 reinstatement fee. The combined cost of dissolution and revival is many times the $150 base filing fee. The Division of Corporations sends multiple notices in advance, but the consequence of missing the deadline escalates predictably.

Two-tier inspection

Florida uses the MBCA two-tier inspection structure. Basic records (articles, bylaws, recent shareholder meeting minutes, communications, current officers/directors list, recent annual report) are accessible to any shareholder on five business days' notice without showing purpose. Sensitive records (accounting records, board minutes, shareholder list) require a good-faith demand stating a proper purpose. Washington and Massachusetts use the same structure.

In Octelligence

Florida corporations, May 1 deadline-tracked.

Octelligence's filings calendar surfaces the Florida May 1 annual report deadline weeks ahead, with escalating reminders through September. The two-tier inspection structure is reflected in the access rules for different categories of records.

See Digital Corporate Records

All jurisdictions

Operate confidently in every jurisdiction

Never miss Florida's May 1 deadline.

Jurisdiction-aware templates, statutory citations built in, and a record that survives diligence anywhere.

View pricing See how it works