How to Revive or Reinstate a Corporation or LLC
If your company was dissolved involuntarily by the state, you may be able to reinstate or revive it. We have step-by-step guides for how to reinstate a company in every state.
What Does it Mean to Reinstate a Business?
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 “reinstate” and “revive” interchangeably, a few states define these terms differently.
Learn how to reinstate a company in your state.
What is Administrative Dissolution?
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 report.
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.
Steps to Revive or Reinstate Your Business
1. Check Your Company’s Eligibility
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.
2. Identity the Problem
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.
3. Apply for Reinstatement
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 menu at the top of this page.
4. Maintain State Compliance
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.
Hassle-Free Compliance With Northwest
Northwest offers industry-leading registered agent service in all 50 states, along with a full suite of tools and support to help your business thrive. Registered agent service includes free compliance reminders and enrollment in our Renewal Filings Service.
With Renewal Filings Service, you never need to worry about losing your company’s good standing. We’ll send multiple reminders before your annual report (or equivalent) due date. Then, we’ll file your report for you for $100 + the state fee. No more worrying about deadlines. No more tedious paperwork. If you decide to file on your own, it’s easy to cancel this service in your client portal.
Compliance Reminders
You’ll get multiple email reminders as your annual report deadline approaches.
Stress-Free Renewals
We file your annual report for you, so you can effortlessly keep your company active.
Privacy by Default® Guaranteed
We put our contact information on the report where allowed, so yours stays private.
We're More Than Just a Registered Agent
Compliance reminders, Renewal Filings Service enrollment, and free identity services included.