LLC Reinstatement Guide

Back into good standing

LLC reinstatement, and the way back to good standing

When a state stops treating an LLC as in good standing, there is usually a route back. This site is about that route: what put the business off the line, what reinstatement asks for, and how to stay on once you are back.

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Off the line

What it means when an LLC falls out of good standing

A state keeps a record of every LLC formed there, and that record carries a status. When the state is waiting on something from the business, the status changes. A few causes come up again and again.

  • Paperwork

    A report that was not filed

    Many states ask an LLC to file a periodic report to keep its record current. Missing one is a common way for a business to slip off the line.

  • Contact

    A registered agent who is gone

    If the agent resigns or the address on file stops working, the state can lose its official way of reaching the business.

  • Money

    Charges the state says are owed

    Unpaid taxes or state charges can hold up a business's status until they are settled or explained.

States use different words for the same situation: not in good standing, delinquent, inactive, forfeited or administratively dissolved. The words matter, because they can change what the way back involves.

The way back

Reinstatement, stop by stop

The forms and their names change from state to state, but the journey tends to call at the same stops in the same order.

  1. Check the record

    Look the business up on the state's own business search and note exactly what status it shows today.

  2. Find what is owed

    Reports, charges or an agent appointment: list everything the state is waiting for before it will change the status.

  3. Catch up the filings

    File what was missed. Some states take the overdue filings together with the reinstatement request.

  4. Ask to be reinstated

    Submit the state's reinstatement application, with whatever it asks to go alongside it.

  5. Confirm the status

    Check the record again once the state has processed it. A certificate of good standing is the usual proof if a bank or a partner asks.

  6. Stay on the line

    Put the next filing somewhere it will be seen, so the same stop does not come round again.

Before you set off

Reinstate the LLC, or form a new one?

Both get a business trading again. They leave it in different places, and which one fits depends on what the old company still holds.

Return ticket

Reinstating the existing LLC

The original company comes back. Its name, its history and the accounts and agreements made in its name are the reason most owners want this route.

New ticket

Forming a new LLC

A new company is a separate business. Accounts, licences and contracts may need moving across, and the old name may no longer be free to use.

Keeping the ticket

Staying in good standing once you are back

Most lapses come from something small being missed rather than something going wrong. A few habits keep the record current.

  • Know what your state asks for

    Find out which reports your state expects, how often, and where the reminder will land.

  • Keep an agent on file

    Make sure the registered agent listed for the business is still in place and still reachable.

  • Keep your details current

    An address or email that no longer works is how notices from the state go unread.

Articles on these subjects are on the way.