Repair suspended LLC status

Common causes of suspension/administrative dissolution include failure to file required annual/biennial reports, failure to pay franchise or state taxes, failure to maintain a registered agent, or failure to respond to state notices.

Typical reinstatement steps across most states involve: (1) determining the grounds for suspension, (2) curing underlying defaults (filing missing reports/returns, paying taxes, penalties, interest), (3) obtaining required tax clearance/certificate of good standing if the state requires it, (4) completing and filing the state's reinstatement/revival application or form with the Secretary of State (which may be called "Reinstatement", "Application for Reinstatement", "Certificate of Revivor/Revival", or "Certificate of Reinstatement"), (5) paying filing and reinstatement fees and any late fees, and (6) submitting and waiting for processing.

Some states permit updates to registered agent or entity information during reinstatement. Filing fees vary widely, with examples like DC charging $300 for the filing fee plus $100 for late biennial reports, and New York having a $55 filing fee for some filings.

Core fees can range from $25 to $500+, but total costs are often higher due to back taxes and penalties. Expedited processing options are available in many states for additional fees, with processing times varying from same-day/3-day expedited to several weeks for standard processing.

Many states require a tax clearance letter or payment of back taxes before the Secretary of State will reinstate, such as California FTB revivor forms, Texas requiring tax clearance from the Comptroller, and Maryland requiring filing personal property returns and paying taxes.

Some states handle only the Secretary of State filing, while others require coordination between the Secretary of State and the department of revenue. States vary in time limits and deadlines, with many allowing reinstatement within a statutory window (often 2–5 years), after which reinstatement may be unavailable or require court action (e.g., Georgia cites a 5-year limit; Texas had legislative changes removing some deadlines but has rules about continuity and relation-back within 3 years in some contexts).

Many states' statutes provide "relation back" language, meaning that upon reinstatement, the entity's existence is treated as continuous (reinstatement often "relates back" to the date of dissolution), which can preserve contracts and limit owner liability exposure; however, applicability can vary by state and by type of dissolution (administrative vs. voluntary) and there are important statutory exceptions and case law.

State-specific process variations include names for forms, whether a registered agent can be changed on the reinstatement form, online filing availability for the entity type, whether tax certificates are needed, and whether name availability is preserved (e.g., Minnesota allows retroactive reinstatement via online renewal; Illinois allows up to six years of annual reports to be filed during reinstatement; California requires a revivor application with the Franchise Tax Board for tax suspensions; DC has set fees and expedited options but restricts registered agent changes on the reinstatement form).

A practical checklist for LLC founders/business owners includes: (1) checking entity status on the Secretary of State website; (2) identifying grounds (Secretary of State notice, tax suspension); (3) pulling a history of missing annual reports and tax returns; (4) securing a registered agent; (5) preparing and filing overdue reports and tax returns; (6) obtaining tax clearance if required; (7) completing the state reinstatement/revival form and paying fees (including expedited option if time-sensitive); (8) confirming reinstatement and obtaining a certificate; (9) notifying banks, vendors, and licensing agencies; and (10) implementing compliance controls (calendars, delegated staff, registered agent service, professional service) to avoid recurrence.

Common causes of suspension/administrative dissolution include failure to file required annual/biennial reports, failure to pay franchise or state taxes, failure to maintain a registered agent, or failure to respond to state notices.

Typical reinstatement steps across most states involve: (1) determining the grounds for suspension, (2) curing underlying defaults (filing missing reports/returns, paying taxes, penalties, interest), (3) obtaining required tax clearance/certificate of good standing if the state requires it, (4) completing and filing the state's reinstatement/revival application or form with the Secretary of State (which may be called "Reinstatement", "Application for Reinstatement", "Certificate of Revivor/Revival", or "Certificate of Reinstatement"), (5) paying filing and reinstatement fees and any late fees, and (6) submitting and waiting for processing.

Some states permit updates to registered agent or entity information during reinstatement. Filing fees vary widely, with examples like DC charging $300 for the filing fee plus $100 for late biennial reports, and New York having a $55 filing fee for some filings.

Core fees can range from $25 to $500+, but total costs are often higher due to back taxes and penalties. Expedited processing options are available in many states for additional fees, with processing times varying from same-day/3-day expedited to several weeks for standard processing.

Many states require a tax clearance letter or payment of back taxes before the Secretary of State will reinstate, such as California FTB revivor forms, Texas requiring tax clearance from the Comptroller, and Maryland requiring filing personal property returns and paying taxes.

Some states handle only the Secretary of State filing, while others require coordination between the Secretary of State and the department of revenue. States vary in time limits and deadlines, with many allowing reinstatement within a statutory window (often 2–5 years), after which reinstatement may be unavailable or require court action (e.g., Georgia cites a 5-year limit; Texas had legislative changes removing some deadlines but has rules about continuity and relation-back within 3 years in some contexts).

Many states' statutes provide "relation back" language, meaning that upon reinstatement, the entity's existence is treated as continuous (reinstatement often "relates back" to the date of dissolution), which can preserve contracts and limit owner liability exposure; however, applicability can vary by state and by type of dissolution (administrative vs. voluntary) and there are important statutory exceptions and case law.

State-specific process variations include names for forms, whether a registered agent can be changed on the reinstatement form, online filing availability for the entity type, whether tax certificates are needed, and whether name availability is preserved (e.g., Minnesota allows retroactive reinstatement via online renewal; Illinois allows up to six years of annual reports to be filed during reinstatement; California requires a revivor application with the Franchise Tax Board for tax suspensions; DC has set fees and expedited options but restricts registered agent changes on the reinstatement form).

A practical checklist for LLC founders/business owners includes: (1) checking entity status on the Secretary of State website; (2) identifying grounds (Secretary of State notice, tax suspension); (3) pulling a history of missing annual reports and tax returns; (4) securing a registered agent; (5) preparing and filing overdue reports and tax returns; (6) obtaining tax clearance if required; (7) completing the state reinstatement/revival form and paying fees (including expedited option if time-sensitive); (8) confirming reinstatement and obtaining a certificate; (9) notifying banks, vendors, and licensing agencies; and (10) implementing compliance controls (calendars, delegated staff, registered agent service, professional service) to avoid recurrence.