Reinstate LLC after administrative dissolution

Key high-level findings (summary):- Common steps to reinstate an administratively dissolved LLC: (1) identify and cure the grounds for dissolution (missing annual reports, unpaid franchise taxes, lost registered agent); (2) gather and file missing reports and any required supporting documents; (3) pay all required fees, penalties, taxes, and interest; (4) submit the state’s reinstatement/revival form (names vary by state) and any additional forms (e.g., Statement of Information); (5) obtain a certificate/confirmation of reinstatement; (6) check and address any interstate qualification or tax agency filings needed to restore good standing in other states.

Many guides note you can often update certain entity information during reinstatement (registered agent, principal office, managers/officers).- State differences: time limits for reinstatement vary (commonly 2–5 years in many states; some states have no statutory limit but may not protect the business name indefinitely), and specific requirements vary by state (some require submission of all missing annual reports going back multiple years; others require only the most recent delinquent report).

Fees and penalties vary widely by state and often include per-missed-year fees plus late penalties; some states add flat penalty fees and offer expedited services for additional charges.- Relation-back provisions: many state statutes provide that reinstatement “relates back” to the date of dissolution, meaning the state treats the reinstated entity as if the administrative dissolution never occurred for most purposes (but details/case law vary by state).- EIN/IRS implications: For federal tax purposes, the IRS guidance indicates a reinstated organization generally retains its original EIN; a new EIN is not typically required for reinstatement of an existing legal entity (IRS guidance about automatic exemption revocation states you must apply using the EIN assigned previously).- Practical considerations: determine whether reinstatement or forming a new LLC is preferable (name may be taken after lapse); verify whether tax clearance certificates are required by state tax departments before the SOS will accept reinstatement; check for filing deadlines in other jurisdictions where the LLC is registered; and consider using a registered agent or compliance service to assist if records are incomplete.

Key high-level findings (summary):- Common steps to reinstate an administratively dissolved LLC: (1) identify and cure the grounds for dissolution (missing annual reports, unpaid franchise taxes, lost registered agent); (2) gather and file missing reports and any required supporting documents; (3) pay all required fees, penalties, taxes, and interest; (4) submit the state’s reinstatement/revival form (names vary by state) and any additional forms (e.g., Statement of Information); (5) obtain a certificate/confirmation of reinstatement; (6) check and address any interstate qualification or tax agency filings needed to restore good standing in other states.

Many guides note you can often update certain entity information during reinstatement (registered agent, principal office, managers/officers).- State differences: time limits for reinstatement vary (commonly 2–5 years in many states; some states have no statutory limit but may not protect the business name indefinitely), and specific requirements vary by state (some require submission of all missing annual reports going back multiple years; others require only the most recent delinquent report).

Fees and penalties vary widely by state and often include per-missed-year fees plus late penalties; some states add flat penalty fees and offer expedited services for additional charges.- Relation-back provisions: many state statutes provide that reinstatement “relates back” to the date of dissolution, meaning the state treats the reinstated entity as if the administrative dissolution never occurred for most purposes (but details/case law vary by state).- EIN/IRS implications: For federal tax purposes, the IRS guidance indicates a reinstated organization generally retains its original EIN; a new EIN is not typically required for reinstatement of an existing legal entity (IRS guidance about automatic exemption revocation states you must apply using the EIN assigned previously).- Practical considerations: determine whether reinstatement or forming a new LLC is preferable (name may be taken after lapse); verify whether tax clearance certificates are required by state tax departments before the SOS will accept reinstatement; check for filing deadlines in other jurisdictions where the LLC is registered; and consider using a registered agent or compliance service to assist if records are incomplete.