Revive or Reinstate a Corporation or LLC

Reinstatement (also called “revival”) is the process of returning your business to an active, functional state after it has been administratively dissolved.

Note that while most states use these terms interchangeably, a few states define “reinstate” and “revive” differently. In Nevada, for instance, “reinstatement” occurs within five years of dissolution, while “revival” occurs after this time period has elapsed.

Administrative dissolution is when the state shuts down your business for failure to maintain compliance—for instance, if your company doesn’t file its annual reports.

Administrative dissolution has significant downsides. Your company can’t legally do business. Your company’s legal status as a separate entity is also threatened—meaning you may lose limited liability protections. Owners may still be responsible for bills, wages, and taxes. Many states continue charging annual fees and late penalties for missed annual reports. Overall, administrative dissolution is a recipe for financial and legal disaster.

To dig yourself out of the hole of administrative dissolution, you have two choices. If you’re done with your company, you can formally dissolve your business with the state. If you want to continue your company, however, you can work to reinstate your business by following the steps below.

Since most states limit the time available for an administratively dissolved company to reinstate, you’ll need to find out if your company is still eligible to seek reinstatement.

In Georgia, for example, a business can seek reinstatement within five years of administrative dissolution, while New Mexico provides a two-year window for reinstatement. North Carolina doesn’t set a limit at all, but the state will only protect a company’s business name for five years.

Reinstating your business requires solving whatever problem led to its administrative dissolution in the first place, so it’s crucial to accurately identify that problem. The most common causes include:

• not filing annual reports or paying state filing fees
• not maintaining a registered agent or registered office
• not paying state franchise taxes

If your company was administratively dissolved, and you don’t know why, contact your secretary of state’s office to get the answers you need.

In most cases, however, the causes of dissolution won’t be a mystery. The state will typically send a company notice (sometimes called a “notice of grounds”) identifying how the company fell out of compliance and stating how long the company has to resolve the problem before administrative dissolution takes place. If your business has already been administratively dissolved by the state, you likely received that notice a long time ago.

Once you know why the state revoked your company’s charter, it’s time to apply for reinstatement. The reinstatement process varies state to state. Each state has its own filing fees, writes its own rules and creates its own reinstatement forms (if it has a form at all). This means you’ll need to tread carefully, research your state’s reinstatement requirements, and possibly seek professional assistance along the way.

Other requirements depend not only on the state but your reason for dissolution. If your company was dissolved for failing to file annual reports, for instance, you’ll almost certainly need to submit one or more reports for reinstatement. Some states will require the submission of each missing annual report along with their filing fees (going back for however many years of reports your company missed), while other states only require your company to submit the delinquent report for the previous year.

If your company was dissolved for failing to pay taxes, you will likely have to settle your debts with the state’s tax department before seeking reinstatement. In Ohio, for example, administratively dissolved companies that owe state taxes deal first with the Ohio Department of Taxation. Once the company resolves its tax issues, the Department of Taxation will issue the company a Certificate of Tax Clearance to submit to the Ohio Secretary of State.

Looking for your state’s requirements? Select your state from the drop-down at the top of this page.

Keeping your business in compliance is necessary to avoid having your company be administratively dissolved again in the future. By registering your business with the state, you essentially agree to comply with the state’s business rules. This includes state obligations like filing annual reports and maintaining a registered agent.

You also need to maintain federal compliance which means submitting a Beneficial Ownership Information (BOI) Report if you haven’t already. This must also be updated when any of the originally submitted information changes. You have 30 days from the time something changes (like a principal address of the company) to report the change with FinCEN.

Maintaining a business isn’t always easy, but Northwest can help. We offer industry-leading registered agent service in every state, as well as a wide variety of other services, from annual report compliance to free business forms.

Let Us Help You Maintain Your Business!