Sometimes, things go wrong in business. You did your best to keep things running, but lack of funds or awareness about the state’s compliance requirements led your business to fall into an inactive, or bad standing, with the local government authorities.
Regardless of how your business got into this “bad” situation, we want you to know that all your hard work is not lost and you can reinstate your LLC (Limited Liability Company). Let’s look at how the reinstatement process works and what it takes to bring your company back into “good standing” again. Incfile has a Reinstatement service that can take all the hassle out of the process.
Why Was My Business Dissolved?
Before we jump into reinstating your venture, let’s understand the “why” behind it.
When you choose to form an LLC or other legal entity in a state, you are subject to a host of state laws and requirements. The laws give you permission to operate as a legal entity and these compliances have to be maintained.
Some of the most common reasons behind losing your Certificate of Good Standing or dissolution of your LLC are:
- Failure to file the required annual reports and pay fees
- Underpayment of taxes or missed taxes
- Not appointing a Registered Agent or forgetting to update Registered Agent information, which subsequently resulted in you missing important summons or government communication
- Operating without necessary state licenses
The compliance regulations vary by state. For example, in Georgia, you can fall out of good standing by forgetting to file a Notice of Publication after submitting your Articles of Incorporation. In California, failure to pay franchise taxes could lead to the same fate.
If you aren’t sure why your company was put under the “dissolved” or “suspended” status, check with your Secretary of State. Once you understand what happened, you’ll have a better gauge of what to do next: reinstate your LLC or start a new one.
Should I Reinstate My LLC or Start a New One?
You might find yourself at a crossroads, wondering whether you should reinstate your LLC or start a new one? Let’s compare the two scenarios.
Why Say "Yes" to Reinstatement
Can you reinstate a canceled LLC? Certainly and here's why you should.
By reinstating your LLC, you are gaining back the benefits and protection a legal entity status offers. It also allows you to quickly resume interactions with your established customer pool and capitalize on your brand name, loyalty and USP "unique selling point" that you worked around the clock to build.
You put a lot of sweat, effort and time into establishing your business, and with reinstatement, you can pick right back where you left off in significantly less time than it takes to incorporate a new business.
Along with these benefits, using Incfile's Reinstatement service means the process of submitting your forms and paying your fees can be handled by our trusted business experts. We'll ensure you get your LLC back into good legal standing.
Staring a New LLC
In some scenarios, starting a new LLC might be the preferred option. But before you choose, it’s in your best interest to be aware of the pros and cons surrounding this decision.
Pros of Starting a New LLC:
- Chance to start with a clean slate
- Ideal if you feel the business has run its course and it’s time to explore new ventures
Cons of Starting a New LLC:
Starting a new LLC might sound simple, but it's a mammoth of a task if you ask us. Apart from time being the major player, here's what else you stand to lose out on:
- You lose out on all historical data related to your previous LLC. This data could be credit scores, bank statements, licenses and business financials. You have to start from scratch to build credibility, trust and business history.
- Incorporating a new LLC will take anywhere between a few days to weeks, depending on state requirements. It also requires you to gather and re-file all of the incorporation paperwork.
- The cost of incorporation can be steep. In states like Alaska, Alabama, New York and Texas, just the filing fees are upwards of $200! Remember, you'll require fresh business permits and licenses too, which will add costs and time to starting a business.
- If a new entity has taken over the original name of your LLC, you’ll lose out on all brand recognition you built. You’ll also have to restart the process of naming your LLC and then update your website, logo, tagline and any pertinent business information across all marketing channels.
- In starting a new LLC, you’ll need to acquire a new EIN (Employer Identification Number) from the IRS. Remember, it will also take time to rebuild any credit history under this new EIN number. This could impact your funding needs.
- All existing paperwork, including contracts with vendors, banks or customers, will have to be drafted and signed again with the new name.
- You will miss out on the limited liability protection for the period of time from the dissolution to when you initiate the new LLC. With the restatement, the limited liability dates back to the point of dissolution.
How to Reinstate a Dissolved LLC
Reinstatement of your LLC is the process of bringing your company back into good standing. Here’s what it takes to get you back into business.
Reinstatement Requirements
At the bare minimum, most states require you to file a reinstatement application or affidavit for reinstatement. But the buck doesn't stop there.
Remember we said it’s best to understand the reason why your LLC was dissolved? This is where it comes into play. There might be additional reinstatement paperwork and dues you need to submit based on why your business fell out of good standing.
Some states like Illinois and Indiana require you to file an application and submit annual reports with the Secretary of State for the years you failed to file (if that was the reason for dissolution). Kentucky requires you to submit a “Reinstatement Packet” that includes an application, a reinstatement annual report and a letter of Good Standing. New York requires you to get a “tax clearance” from the state’s tax authority before you can get reinstated.
Costs to Reinstate
The average cost to reinstate your LLC is based on your “business home.” So, how much it costs to reinstate an LLC in Florida will be different than in Delaware. In Florida, expect to dish out a $100 reinstatement fee plus a $138.75 annual report fee for each year or portion of a year in which your LLC was dissolved.
In Delaware, the cost of reinstatement is $200. It’s also vital to consider the missed fines or taxes you might have to pay back as part of the cost of reinstatement.
How Long Will It Take to Reinstate My LLC?
It can take anywhere from 1-2 business to 2 weeks to hear back on your reinstatement. You could opt to pay an expedited fee and get a turnaround in 24 hours (if your state offers that option).
Reinstate Your LLC with Incfile
Bringing your company back into good standing via reinstatement gives your business a second chance or second life in almost half the time it takes to open a new LLC. You'll get a new chance to reopen your doors, welcome back customers, capitalize on established brand value and grow further — all with the peace of knowing that you are legal.
As we highlighted above, the reinstatement process will vary as per your state. It can be harrowing and time-consuming to chase down different government agencies to get the clearance you need to get your venture back up and running.
With Incfile’s Reinstatement service, available in all 50 states plus Washington D.C., you’ll have a trusted and experienced partner that will help you navigate the reinstatement process and file the required paperwork on your behalf. Our business experts will get the process completed accurately and quickly, giving you the gift of time to work on what you like best about your business.
Swara Ahluwalia
Swara Ahluwalia is a freelance content writer with experience in the technical, B2B and SaaS domain. She also has curated content for various lifestyle brands. In her downtime, you will most likely find Swara training for her next marathon or spending time with her two daughters.
