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How to Reinstate a New York LLC

You can’t revive a New York LLC because New York does not administratively dissolve LLCs. If you dissolve your LLC yourself, you’ll need to start over and form a new LLC. Below, we provide a free guide to understanding LLC reinstatement in New York.

Revive Or Reinstate A New York Limited Liability Company

New York doesn’t administratively dissolve LLCs. Even if you stop doing business in New York, your LLC will remain active and in existence until you take steps to dissolve it.

If you voluntarily dissolved your LLC but want to get it back into business, you’ll have to start over and form a new New York LLC.

What happens if I don’t file my New York biennial statement?

If you fail to file your New York biennial statement, you won’t be charged any late fees and New York will not administratively dissolve your LLC. Instead, the New York Department of State will change your LLC’s status to “past due,” meaning you’ll lose your good standing. This could make some business transactions difficult.

Can I change my New York registered agent when I reinstate?

Because there is no process in place to revive a business in New York, you can’t change your New York registered agent when your LLC’s status is “past due.” Instead, you can change your New York registered agent by filing a Certificate of Change form with the Corporations Division.

How do I get my New York LLC back into good standing?

That’s simple. Just file your delinquent New York biennial statement and pay the $9 fee.

How do I dissolve my New York LLC?

To dissolve your New York LLC, you need to file Articles of Dissolution with the New York Department of State. It will cost $60, payable by cash, check, money order, or credit card. You can’t file Articles of Dissolution online in New York. Instead, you’ll have to submit by mail, fax, or in person.

Note: as soon as your Articles of Dissolution are processed, your LLC’s name will become available for other companies in New York to adopt.

Can I dissolve my New York LLC if I still owe taxes?

Yes. You don’t need to obtain tax clearance from the New York Department of Taxation and Finance (DTF) before dissolving your LLC. However, that doesn’t mean you’re off the hook for taxes. You’ll still need to pay any owed taxes and check “final return” when you file your last federal tax return.

How do I form a new New York LLC?

If you dissolved your New York LLC and want to form a new New York LLC, you’ll need to take all the same steps you took to form your initial LLC. That means filing New York Articles of Organization, obtaining an EIN, meeting the New York publication requirement, and filing your New York LLC Biennial Report.

Can I use my old EIN for my new New York LLC?

No. There are very few cases where the IRS allows a business to reuse an EIN. A New York LLC doesn’t need a new EIN if it changes its name or location or if it operates multiple businesses. However, if you dissolve your New York LLC and start another one, you will need to obtain a new EIN.

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