How to Reopen a Dissolved Company
How to reopen a dissolved company may require reestablishing the existing information provided when the company was first registered.3 min read
2. About Articles of Dissolution
How to reopen a dissolved company may require reestablishing the existing information provided when the company was first registered. Or you may choose to form a new business under the old name.
Overview of How to Reopen a Dissolved Company
Follow these steps to initiate the process for reopening a dissolved company:
- Thoroughly review the original bylaws created for the business, the business plan, and the marketing program. Determine what did and didn't work to promote the company. Adjust any documents as needed to promote the business reopening and becoming successful.
- Contact the Secretary of State where the business was first established to confirm that the business was officially dissolved.
- Find out what the state requires to reestablish the company. Most states require that the business be in good standing with an updated listing of the officers, be current with franchise fees, have recent board meeting minutes, and any filing issues or fee issues be resolved.
- Contact the Department of Revenue where the business is registered to confirm that the state tax identification number issued to your business is still valid and in good standing.
- Contact the Internal Revenue Service to update and reactivate the company's Employer Identification Number, which remains assigned even if the company is dissolved.
- If you can't reestablish the original tax identification number or can't activate the company through the Secretary of State, open a new business using the original name. This will require that you request a new tax identification number and create new bylaws.
- Once all the legalities have been taken care of, secure a lease for your business location, hire employees, begin marketing products and services, and open for business.
About Articles of Dissolution
When a company files articles of dissolution in the state where the company is registered (for example, a limited liability company), the company will be officially dissolved. In most states, an LLC is allowed to include/designate a lag time within the articles before the dissolution takes effect. During the lag time, withdrawal of the articles is allowed. Some states provide a statutory provision allowing for an LLC to be revived.
Review the portion of the Limited Liability Company Act (LLCA) for the laws that pertain to the state where your company is registered. If reinstatement is allowed, it will be outlined in the state LLCA.
With an LLC entity, either a majority vote or 100 percent consent of its members is required to dissolve the company. The same applies if the company is to be revived. The LLCA for your state will specify whether a percentage or consent is required or revival and if it needs to be submitted in writing.
Once the vote or consent is received, the articles of dissolution for the LLC are withdrawn. In most states, it's allowed for an LLC's articles of dissolution to include a future dissolution date. This grace period is usually for 90 days and allows the members to decide one way or the other whether and how to proceed with the dissolution of the company.
If the members decide not to dissolve the company within the 90-window or the state doesn't allow a grace period but has not yet filed the articles of dissolution, contact the state agency responsible for this process. Then, request that the dissolution paperwork be withdrawn. You will need to file a certificate of revival, which is also known as an application for reinstatement, articles of revocation of dissolution, or an application for revival with the state.
In most cases, the revival process will reinstate the LLC at the point it was initially dissolved with all obligations and rights in place as though the dissolution never took place. There's usually a fee for revival, and some states may have additional criteria for what is included in the fee.
If reinstatement is not available in a specific state, the only option for reactivating an LLC that has been dissolved is to form a new limited liability company using the old name of the dissolved LLC. The LLC would be a new entity and in no way tied to the old company.
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