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What is an LLC or corporation reinstatement?

An LLC or corporation reinstatement, sometimes referred to as a revival or reactivation, is the restoring of an administratively dissolved LLC or corporation.

When an LLC or corporation loses its “good standing” with the state, the state can administratively dissolve the business. A “good standing” label on an LLC or corporation shows that proper state compliance has been maintained, and each state has its own grace period or timeline on when it dissolves a non-compliant LLC or corporation.

When your LLC or corporation falls out of good standing and becomes administratively dissolved, you can also risk the following:

1. Losing your business name to a competitor
2. Damaging business credibility
3. Losing limited liability protection
4. Losing the ability to expand business into another state

Common reasons why your LLC or corporation has lost its good standing can be due to any of the following:

1. Outstanding state business taxes or fees
2. Incomplete or incorrect filings
3. Neglecting to file a required annual or biennial report
4. Failure to maintain a registered agent

How do I reinstate my LLC or corporation?

A reinstatement document must be filed with your Secretary of State or equivalent government agency in most states in order to get your business back to being compliant and reestablished. Often times, an LLC or corporation will also need to file specific documents with the Department of Revenue.

Taxes and Fees: As long as your business legally exists it is liable for taxes and other fees. The state doesn’t automatically know whether you’ve shut your doors and will be happy to keep levying fees until you officially tell them to stop. Until you file the necessary paperwork, your company will be held liable to file all relevant federal, state, and municipal tax returns. Failure to file these returns can result in the heavy penalties. Dissolving your business the right and legal way saves you money in the long run.

To begin, you need to determine the issue that caused your LLC or corporation’s dissolution. Once you’ve solved the issue, whether its by paying late fees or taxes or submitting an overdue annual report, you will need to submit the reinstatement documents to the Secretary of State or Department of Revenue or both. The requirements and timelines for a reinstatement vary among states as well.