What Does It Mean for an LLC to Be in Good Standing for a Florida Closing?
The title company requires proof that your LLC is in good standing before it will close a Florida real estate transaction. Here is what good standing means, how to verify it, and what to do if your LLC is not in good standing.
What Does It Mean for an LLC to Be in Good Standing for a Florida Closing?
The title company requires proof that your LLC is in good standing before it will close a Florida real estate transaction. Understanding what good standing means — and how to verify it — is important for buyers using entity ownership.
What Good Standing Means
An LLC is in good standing when it has:
- Filed all required annual reports with the Florida Division of Corporations (or the equivalent in its formation state)
- Paid all required fees
- Not been administratively dissolved or revoked
An LLC that has missed its annual report filing or failed to pay required fees may be administratively dissolved — meaning it no longer legally exists as an active entity.
Why It Matters for Closing
The title company will not close a transaction on behalf of an LLC that is not in good standing. A dissolved LLC cannot legally enter into contracts or convey property. The title company needs to confirm the LLC is active and authorized to complete the transaction.
How to Verify Good Standing
For Florida LLCs: Check the Florida Division of Corporations website (sunbiz.org). Search for the LLC by name or document number. The status will show as "Active" if the LLC is in good standing.
For foreign LLCs (formed outside Florida): Obtain a certificate of good standing from the state where the LLC was formed.
Certificate of Good Standing
A certificate of good standing (also called a certificate of status) is an official document issued by the state confirming that the LLC is active and in good standing. The title company will typically require a certificate of good standing issued within 30–60 days of closing.
Obtain the certificate from the Florida Division of Corporations (sunbiz.org) or the equivalent in the formation state. The fee is typically $5–$10.
What to Do If Your LLC Is Not in Good Standing
If your LLC has been administratively dissolved for failure to file annual reports, you can typically reinstate it by:
- Filing all past-due annual reports
- Paying all past-due fees and penalties
- Filing a reinstatement application
Reinstatement typically takes 1–5 business days for online filings. Do not wait until the week before closing to address this.
FAQ
How often does a Florida LLC need to file an annual report?
Florida LLCs must file an annual report between January 1 and May 1 each year. The filing fee is $138.75.
What happens if an LLC misses its annual report deadline?
The LLC is assessed a $400 late fee. If the annual report is not filed by the third Friday in September, the LLC is administratively dissolved.
Can I close on a property if my LLC was just reinstated?
Yes, as long as the LLC is in good standing at the time of closing and you have a current certificate of good standing.
Using an LLC for your Emerald Coast purchase? I can help you coordinate the documentation requirements with the title company.
— Kinsey Haddock P.A., Broker Associate | Coldwell Banker Realty — Panhandle | License #BK3253849
Found this helpful? Share it with someone buying on the Emerald Coast.
Ready to take the next step?
Let's Talk — I'd Love to Help
Kinsey Haddock · Coldwell Banker Realty
Whether you're buying, selling, or just exploring your options on the Emerald Coast, I'm here to answer every question — no pressure, no obligation.
Written by
Kinsey Haddock P.A.Kinsey Haddock P.A. is a Broker Associate and REALTOR® with Coldwell Banker Realty, specializing in coastal real estate across the entire Florida Panhandle — from St. George Island and the Forgotten Coast to Panama City Beach, Scenic Highway 30A, and Destin.