Key facts
- Administrative dissolution is the state closing a company for a missed report or fee, not the owners’ choice.
- Reinstatement means filing every missed report, paying the fees and penalties, and a reinstatement fee.
- Most states allow it for years after dissolution; a few set a limit.
- Once reinstated, the company usually keeps its history, its name and its liability protection.
On this page
Dissolved, revoked, forfeited
States use different words for the same event. Administrative dissolution is the most common: the state ends the company because a report or fee was not filed. Out-of-state companies are usually revoked instead, and Texas says the company has forfeited its right to do business. In every case the remedy is reinstatement, sometimes called revival or restoration.
Before you start
- The company’s exact name and the number the state gave it.
- The date it was dissolved, from the state’s record.
- The list of reports and fees that were missed.
- The current registered agent and address, which must be valid before the state will reinstate.
- In some states, a tax clearance letter from the state’s tax department.
The steps
- Check the name. If another company has taken it since, you will need to reinstate under a new name.
- File the missed reports. Every one, not only the latest. Some states fold them into the reinstatement form.
- File the reinstatement application with the fee and any penalties.
- Order a certificate of good standing once the state accepts it, and keep it with the company’s records.
Not sure of the company’s status?
Search it by name or EIN to see the state’s record, the last report on file and what is due.
What it costs and how long it takes
The cost is the sum of every missed filing fee, the late penalties and the reinstatement fee; together they are usually several times the cost of one report filed on time. Online reinstatements are often accepted within a few business days; paper filings and tax clearances can take weeks.
Questions
Is it better to reinstate or form a new LLC?
Reinstatement keeps the company’s history, contracts, bank accounts and EIN. Forming a new one means transferring all of them. When the company has any history, reinstatement is almost always simpler.
Are contracts signed while the company was dissolved valid?
In many states reinstatement relates back to the date of dissolution, which protects acts in between. The rule varies; ask a lawyer if a large contract is involved.
How long after dissolution can I reinstate?
Most states allow it for several years, some indefinitely. A few set a short window, after which the company must be formed again.