Registered Agent Lapse and Business Dissolution: Delaware and Florida

What this notice usually means

A business can lose good standing two separate ways. One way is missing a tax or annual report deadline. The other way is losing its registered agent without naming a new one in time. Both risks exist at once. One does not excuse the other. In Delaware, a corporation's charter becomes void after a full year without paying franchise tax or filing a complete annual report. The Secretary of State sends a warning by November 30 each year. That warning gives until March 1 of the next year to pay and file. The warning goes to your registered agent, not to you directly. A lapsed agent relationship can mean you never see it. Missing the March 1 date brings a flat $200 penalty. Interest also builds at 1.5 percent a month on any unpaid balance. Delaware's registered agent resignation runs on two separate 30 day clocks. The agent must give you 30 days of private notice first. Only after that can the agent file a certificate of resignation with the state. That state-filed certificate then takes another 30 days to become final. If you have not named a new agent by then, your charter is forfeited. The real gap between an agent deciding to resign and an actual forfeiture can run close to 60 days. Florida works on a faster annual cycle. Its annual report is due May 1. A $400 late fee attaches the moment that date passes. Say the report is still not filed by the third Friday in September. Then the state dissolves the business at the close of business on the fourth Friday in September. Reinstatement requires paying the reinstatement fee plus every annual report fee owed, all at once. Paying the $400 late fee over the summer does not by itself stop the September dissolution. The report itself still has to be filed and accepted. Florida's registered agent resignation runs on a single clock. Once an agent files a resignation with the state, that agent's duty ends on the earlier of two dates: the 31st day after filing, or the day a new agent is named.