How to reinstate a dissolved LLC

What does it mean when a state dissolves your LLC?

Administrative dissolution is the state ending an LLC's active status on its own motion, because the company stopped meeting a filing, tax or agent requirement. No court is involved, and the owners didn't vote for it.

States use different words for the same idea, and the word tells you which form to look for. Missouri treats a missing agent as "grounds for administrative cancellation of the LLC". Texas warns of involuntary termination of a domestic LLC. Rhode Island uses revocation rather than administrative dissolution. Kansas uses forfeiture: "If the three-month delinquency interval has passed, a business will forfeit." Delaware calls the way back revival, at $220. In Michigan, after 2 consecutive missed years and 60 days after the administrator's notice, the LLC is not in good standing, and the fix there is a Certificate of Restoration of Good Standing.^{4, 5, 6, 7, 8, 9, 10}

Colorado adds a middle step. A missed periodic report draws a late penalty first, and an LLC becomes Delinquent if still not filed, a status it can clear by filing a $100 Statement Curing Delinquency. A Colorado LLC that has been dissolved files $100 Articles of Reinstatement instead. California's rules describe suspension, and because two agencies can suspend an LLC there, the fix depends on which one acted. The Secretary of State's page says an SOS suspension is lifted by filing a current Statement of Information ($20), while an FTB suspension needs an Application for Certificate of Revivor (FTB 3557) and FTB requirements met.^{11, 12}

Whatever the label, a dissolved LLC has lost its good standing. Banks, landlords and licensing offices that ask for proof of standing can see the status on the state's record. The glossary defines the terms used here.

Why do states dissolve LLCs?

The dissolution grounds in the states cited here fall mostly into three groups: a missed annual or periodic report, no registered agent, and unpaid fees or taxes. Each state sets its own trigger and timing.

A missed report

Some report deadlines are short. Kentucky's filing office says "Domestic entities that fail to file their annual reports by June 30 are administratively dissolved." North Carolina lists failure to file within 60 days after the due date as a ground for dissolution, and in Wyoming an LLC is administratively dissolved if not filed within 60 days of its due date.^{13, 14, 15}

Other states wait longer before acting. Massachusetts can dissolve an LLC for failing to file for 2 consecutive years, and in Louisiana, articles are revoked after three consecutive years without an annual report. Pennsylvania is new to this: failure to file leads to administrative dissolution six months after the due date, enforced starting with 2027 reports. Illinois lists an LLC that "failed to file its annual report and pay its fee as required by this Act" among its grounds. The rules for each report are in annual reports explained.^{16, 17, 18, 19}

No registered agent

Losing the agent is a separate ground in some states. Georgia's ground is being without a registered agent or office for 60 days or more. Tennessee's trigger is being without a registered agent or registered office for two months or more, and Alaska's applies when an LLC fails for 30 days to appoint and maintain a registered agent. The full set of consequences, state by state, sits in what happens without a registered agent.^{20, 21, 22}

Unpaid fees or taxes

Some states key dissolution to money rather than reports. South Carolina dissolves an LLC that does not pay a fee, tax or penalty within 60 days after it is due, and its statute lists no agent-related ground at all. Texas prices reinstatement after tax forfeiture at $75 (Form 801 after tax forfeiture). Delaware LLCs file no annual report but owe a $400 annual LLC tax, due on or before June 1; paying late adds a $200 penalty plus 1.5% interest per month.^{23, 24, 25}

How much does it cost to reinstate an LLC?

Often the filing fee is the smaller part of the bill, because unpaid reports, taxes and penalties are added on top. The list below shows the filing fee alone in a sample of states.

• $5 in Iowa¹
• $25 in Hawaii²⁶
• $20 online, $30 on paper in Indiana²⁷
• $70 in Tennessee²⁸
• $100 in North Carolina, on Form L-08²⁹
• $200 in Illinois³⁰
• $260 in Georgia³
• $300 in Washington, D.C.²

Some states build the back fees into the formula. Florida charges $100 plus the annual report fee for each year owed, so an LLC dissolved after several unpaid years pays the report fee for each of them. Pennsylvania's price is $35 online or $40 on paper, plus $15 for each missing annual report. Montana's is $35 plus $35 for each year of delinquent annual reports, and Utah's is $54, plus $18 for each year the annual renewal was missed and a $10 delinquency fee.^{18, 31, 32, 33}

Some states price by the cause. Wyoming lists $100 if dissolved for unpaid annual report tax and $350 if dissolved for having no registered agent. Maine charges $150 per ground for dissolution, with one limit in its statute: for unfiled annual reports $150 capped at $600. Kansas adds a penalty only when reports are the problem. Its form sets out $35 filing fee + $85 penalty fee (if forfeited for not filing reports) + $110 per past-due information report, and an LLC forfeited only for lacking a resident agent can leave out the $85 penalty fee.^{34, 35, 36}

A few formulas look different again. In Alaska, the LLC must cure the default and pay double the delinquent amount plus what would have been due. Nevada charges $300, plus each missed annual list fee and $75 late penalty. Oklahoma's reinstatement form is free, but each past-due Annual Certificate (and its fee) must be filed. Delaware's revival fee is $220, and any unpaid annual taxes and penalties are not included in this figure.^{8, 22, 37, 38}

Before filing, add up every report and tax period that went unpaid. The registered agent cost guide covers the separate cost of keeping an agent in place afterwards.

Is there a time limit to reinstate a dissolved LLC?

In some states, yes, and the limits range widely, so check your state's rule before assuming the LLC can be saved.

In Arizona, reinstatement is available within 6 years of administrative dissolution. Georgia says an LLC must apply within 5 years of administrative dissolution, and Virginia's statute, which also requires all unpaid annual registration fees and penalties to be paid, says it must apply within five years. Washington's rule is that a dissolved LLC must reinstate within 5 years of dissolution. New Hampshire combines a deadline with a tax step: the application must be filed within 3 years of dissolution, with a tax certificate if more than 120 days after the dissolution notice.^{3, 39, 40, 41, 42}

The shorter windows belong to states such as Ohio, where reinstatement is available within two years of cancellation, and South Carolina, where reinstatement must be applied for within two years after administrative dissolution. Wyoming allows it within 2 years. Alaska allows it only within 2 years of involuntary dissolution, and West Virginia within 2 years.^{22, 34, 43, 44, 45}

At the other end, Massachusetts says a dissolved LLC may apply at any time, and Pennsylvania lists no time limit for domestic LLCs. Nebraska's standard fee is $30 (within 5 years of dissolution); its fee page also lists an Application for Late Reinstatement at $500, without saying in that row when it applies. Nevada ties its limit to how long the charter has been revoked: a charter revoked for 5 consecutive years cannot be reinstated.^{18, 37, 46, 47}

If a state's window has closed, ask the filing office what options remain. Forming a new LLC is one, with its own fees and no guarantee of the old name.

How do you reinstate an administratively dissolved LLC?

The states cited here follow a similar order: find out why the state acted, cure it, then file. The state's forms and fees differ, so read your state's page alongside these steps.

1. Look up the LLC on the state's business search and confirm its status and the date it changed. The date tells you whether you are still inside the reinstatement window.
2. Find the ground. The state's notice of dissolution, or a call to the filing office, should say whether it was a report, an agent lapse or a tax issue. Kansas, for example, charges a penalty only for one of those causes.
3. Cure it. File the missed reports, pay the taxes, and get any clearance the state asks for. Texas reinstatement needs a Comptroller tax clearance letter. Tennessee asks for a tax clearance from the Department of Revenue, and South Dakota requires an approved Tax Clearance Certificate. Mississippi notes that certain LLCs also need a tax clearance letter from the Department of Revenue, and Kentucky asks for letters of good standing from the Department of Revenue.^{24, 28, 48, 49, 50}
4. Make sure a current registered agent is in place and has agreed to serve. Some states' reinstatement filings ask for one, as the next section explains.
5. File the reinstatement application with the fee. Some states combine steps. Connecticut's $120 reinstatement form also covers the annual report, and Ohio's $25 filing is its Reinstatement and Appointment of Agent, Form 525A.^{43, 51}
6. Confirm the record shows the LLC as active, then order a certificate of good standing if a bank or another state needs proof.

The filing method can change the paperwork. Indiana's fee is $20 online, $30 on paper, and a paper filing also needs a Certificate of Clearance and a Business Entity Report with its fee. Maryland's reinstatement costs $100, and under its statute, all delinquent annual reports must be filed and state/local taxes paid.^{27, 52}

Why does reinstatement ask about your registered agent?

Because the state needs a working way to reach the company once it is active again, some reinstatement filings either name an agent or require the agent problem to be fixed first.

Ohio puts it in the form's title, Reinstatement and Appointment of Agent, Form 525A. Virginia's statute adds a condition for LLCs that lost their agent along the way: an applicant must file a statement of change if the agent resigned and no new agent was appointed. For online reinstatement in Connecticut, the Business Agent must be a Connecticut resident. And in Wyoming the cause changes the price, at $350 if dissolved for having no registered agent.^{34, 40, 43, 51}

If your old agent resigned or your service lapsed, line up a new one before you file. That means a person or business that meets your state's test and has agreed to act, which the state guide for your state spells out, such as Texas's registered agent rules or Georgia's. If the agent itself is changing, the guide to changing a registered agent covers the form and fee, and the guide to cancelling an agent service covers ending the old contract without leaving a gap. Owners weighing whether to serve themselves can start with can I be my own registered agent.

Can you lose your LLC's name while it is dissolved?

Yes, in some states. Arizona, Colorado and Vermont protect the name only for a set time, and Texas won't accept a reinstatement if the name is no longer available.

Arizona releases a dissolved LLC's name if no reinstatement application is filed within six months. Colorado holds a delinquent entity's name for 400 days from the date of delinquency. Vermont's name protection ends if the overdue filings aren't made within five years of the due date. Texas states its rule directly: "The reinstatement cannot be filed if the entity name is not distinguishable in the records of the secretary of state."^{11, 24, 39, 53}

The practical step is to search the state's name records before you pay anything. If another company now holds the name, ask the filing office whether you can reinstate with an amended name, and plan for updating bank accounts, licences and your website if the name changes.

What happens to good standing after reinstatement?

Once the state accepts the filing, the record shows the LLC as active again. In Vermont, the statute treats the gap as if it never happened: reinstatement relates back to and takes effect as of the effective date of termination.⁵³

Where a state's statute says nothing similar, contracts signed or debts taken on during the gap can raise questions worth putting to a lawyer. Reinstatement also doesn't erase the cause. If the agent lapsed because a renewal went unpaid, or a report was missed because notices went to an old address, the same thing can happen again next year.

A few habits reduce the risk. Keep the agent's renewal date and the report due date in one calendar. Keep the email and mailing address your agent and the state hold for you current. Read any notice from the filing office the week it arrives, since some grace periods are short; Oklahoma, for example, marks an LLC inactive and not in good standing after the 60-day grace period. Each state's compliance page, such as staying compliant in Florida, Texas or Delaware, lays out the recurring filings. Owners who want reminders and report filing handled for them can compare the registered agents for compliance list.³⁸

Can an out-of-state LLC be reinstated?

Sometimes not. Georgia and Pennsylvania give foreign LLCs, those formed elsewhere and registered to do business there, no reinstatement path.

Georgia's rule is short: "Foreign entities cannot reinstate." Pennsylvania's page is as direct: "Foreign LLCs cannot reinstate and must file a new foreign registration statement." In Texas, a missing agent can mean revocation of a foreign entity's registration. For a foreign LLC, losing its registration in one state generally doesn't dissolve it at home, but the old registration no longer covers doing business in that state. The rules for registering again, and for keeping an agent in each state, are in registering an LLC in another state.^{3, 5, 18}

Reinstatement fees and terms by state

The table lists each state's reinstatement fee and terms with its official source. State names link to each state's registered agent page. The full list is also on the states page.

40 of 51 states publish this in the sources we checked. Each state's page has the full rule.

Related guides

• What a registered agent is and does
• Why LLCs need a registered agent
• Service of process explained
• Answers to common registered agent questions