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Revive closed LLC USA

Revive closed LLC USA

ComplianceKaro Team
January 3, 2026
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Revive closed LLC USA

Reinstatement, also known as revival or reactivation, is the administrative process to return a dissolved or revoked LLC to active status in a state's records. This typically involves filing a reinstatement application (online or by mail), paying reinstatement fees, any delinquent annual report fees/taxes, and often filing any missing reports.

Common causes for dissolution or suspension include failure to file required annual/initial reports, failure to pay franchise or state taxes, or failure to maintain a registered agent. Many states require a manager, member, officer, or other authorized party (or a registered agent) to sign and submit reinstatement documents.

Reinstatement fees vary widely by state; for example, Florida LLC reinstatement costs $100 plus $138.75 per report year, while Washington charges $140 plus delinquent fees. Payment methods often include credit card online, prepaid e-file accounts, or check/money order.

Most states require submission of all delinquent annual reports (e.g., Illinois has a maximum of six years) and payment of outstanding fees. Some states, like New York, may require tax clearance or a certificate of good standing from the state tax authority before reinstatement.

Some states impose statutory windows for reinstatement, such as Washington allowing 5 years from the date of dissolution. Other states may have different timeframes or no strict limit.

Many states allow reinstatement to be retroactive to the original dissolution date, restoring the entity's prior status, though the exact legal effect depends on state statute and payment of taxes/penalties.

Regarding federal tax and EIN issues, IRS guidance for closing a business emphasizes filing final federal tax returns and addressing employment tax responsibilities. If an entity is reinstated, the EIN generally remains associated with it, but federal filings and any unpaid federal taxes must be resolved directly with the IRS, as reinstatement does not automatically resolve federal tax liabilities.

To revive a closed LLC, practical steps include:

Reinstatement, also known as revival or reactivation, is the administrative process to return a dissolved or revoked LLC to active status in a state's records. This typically involves filing a reinstatement application (online or by mail), paying reinstatement fees, any delinquent annual report fees/taxes, and often filing any missing reports.

Common causes for dissolution or suspension include failure to file required annual/initial reports, failure to pay franchise or state taxes, or failure to maintain a registered agent. Many states require a manager, member, officer, or other authorized party (or a registered agent) to sign and submit reinstatement documents.

Reinstatement fees vary widely by state; for example, Florida LLC reinstatement costs $100 plus $138.75 per report year, while Washington charges $140 plus delinquent fees. Payment methods often include credit card online, prepaid e-file accounts, or check/money order.

Most states require submission of all delinquent annual reports (e.g., Illinois has a maximum of six years) and payment of outstanding fees. Some states, like New York, may require tax clearance or a certificate of good standing from the state tax authority before reinstatement.

Some states impose statutory windows for reinstatement, such as Washington allowing 5 years from the date of dissolution. Other states may have different timeframes or no strict limit.

Many states allow reinstatement to be retroactive to the original dissolution date, restoring the entity's prior status, though the exact legal effect depends on state statute and payment of taxes/penalties.

Regarding federal tax and EIN issues, IRS guidance for closing a business emphasizes filing final federal tax returns and addressing employment tax responsibilities. If an entity is reinstated, the EIN generally remains associated with it, but federal filings and any unpaid federal taxes must be resolved directly with the IRS, as reinstatement does not automatically resolve federal tax liabilities.

To revive a closed LLC, practical steps include:

Confirming the state status and dissolution reason.

Gathering company information (entity document number, annual reports, EIN, member/manager names, registered agent details).

Checking name availability, as some states may require this if the name was taken.

Preparing and filing the state reinstatement application, including fees, delinquent reports, and any required attachments like tax clearance certificates.

Contacting the state tax authority for tax clearance if required, and resolving federal tax liabilities with the IRS.

Updating registered agent, principal office, and EIN information as needed.

After state reinstatement, updating banks, licensing agencies, insurers, and creditors, and resuming payroll and filings. State variations include differing fee amounts, requirements for tax clearance, and time limits for reinstatement. Some states offer immediate online reinstatement for recent dissolutions, while others have longer processing times for older cases. While secondary resources like Nolo and Harbor Compliance offer user-friendly guides, official state pages should always be consulted for precise rules, forms, and fees.

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