LLC guide · Change or close
How to reinstate a dissolved LLC.
If the state dissolved your LLC for a missed report or unpaid fee, it can usually be brought back. The sooner you act, the simpler it is.
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The short version
- Administrative dissolution usually follows missed reports, unpaid fees, or no registered agent.
- Reinstatement means fixing the cause and paying what is owed.
- Some states limit how long after dissolution you can reinstate.
- If someone took your name meanwhile, you may need a new one.
Why LLCs get dissolved
The state dissolves an LLC administratively, without the owners asking, when it falls out of compliance. The usual causes:
- Missed annual or biennial reports.
- Unpaid fees or franchise taxes.
- No registered agent, or an agent who resigned.
What the statuses mean
Labels vary, but "delinquent" or "not in good standing" usually means something is overdue and there is still time. "Administratively dissolved," "forfeited," or "revoked" (for foreign LLCs) means the state has ended the LLC's active status. Check the record on your state's business search. See the LLC lookup guide.
Steps to reinstate
- 1
Find out why
Check the state record and any notices for the reason and the amounts owed.
- 2
Catch up on filings
File every missing report and pay fees and penalties.
- 3
Clear taxes if required
Some states need a tax clearance from the state tax agency first.
- 4
Confirm your agent and name
Make sure your registered agent is current and your name is still available.
- 5
File for reinstatement
Submit the state's reinstatement application and fee.
- 6
Confirm good standing
Check the record, and order a certificate of good standing if you need one.
While the LLC is dissolved
A dissolved LLC is generally limited to winding up its affairs. Signing new contracts or carrying on as normal can create problems, including questions about your personal liability. In many states, reinstatement relates back as if the dissolution never happened, but the rules vary, so act quickly and get advice if there is money or a lawsuit involved.
If it's been too long
Some states only allow reinstatement within a set period after dissolution. After that, the option may be to form a new LLC, possibly under the same name if it is still available.
This guide is general information, not legal or tax advice. Rules differ by state and change over time, so check your state's official website or a licensed professional before you act. YaH Brands is not a law firm or an accounting firm.
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Common questions
It depends on the state and how far behind the LLC is: the missed report fees, penalties, any taxes owed, and a reinstatement fee.
Yes, if the same LLC is reinstated. A brand new LLC would need a new EIN.
Usually, if no one else registered it while your LLC was dissolved. If it was taken, the state will ask you to choose another.