Key Takeaways

  • Reinstating a company can restore its legal authority to operate after administrative dissolution or revocation.
  • The reinstatement process varies by state but typically includes filing paperwork, paying fees, and resolving compliance issues.
  • Business owners should consider the timeline and whether reinstatement or starting fresh is more efficient.
  • Reinstating helps maintain name rights, tax IDs, and customer goodwill—avoiding the hassle of starting from scratch.
  • Legal and financial obligations incurred during inactivity may still apply after reinstatement.

If you need to reinstate corporation, there are several steps you must follow. An administratively-dissolved or revoked business entity must submit a reinstatement application to receive active status. Note this is not a financial statement. The application contains the most current data on file with the Division of Corporations and can be accessed online. The state in which a corporation is incorporated will determine the laws the corporation is subject to.

Theoretically speaking, a corporation is everlasting, but voluntary and involuntary actions on behalf of the corporate shareholders may cause the company to be declared inactive by the state. In order for a corporation to maintain its business license and registration, it must remain in good standing with its home state. Corporations must fulfill certain requirements each year to remain in compliance with the state laws.

Restoring a corporation to active status may involve penalties and fees; each state will vary in the process.

The Benefits of Reinstating

  • Stay in compliance with laws
  • Able to continue doing business
  • Ability to re-establish a company that was at one time not in good standing with its state

Registration

The formation of a corporation requires an Articles of Incorporation to be filed according to state law. Although the forms may vary from state to state, most request that the business name is provided along with the purpose of the company. In addition, a request to list the number of shares of stock the corporation is authorized to use may be applicable.

The state the corporation was formed in is referred to as the corporation's domicile. The domicile has the authority to regulate the corporation. After registering a corporation, there are ongoing requirements that must be maintained in a timely manner to stay in compliance.

Good Standing

As previously mentioned, corporations must fulfill certain requirements each year to remain in compliance, or good standing, with the state laws. One state may require an annual report and fee to be submitted each year, while another might require an annual report, a state income tax return, and an additional franchise tax.

What Happens When a Company Doesn't Stay in Compliance?

When a corporation fails to remain in compliance due to things such as annual filings or failure to pay annual taxes, the corporation may be suspended by the state. Usually, after a set amount of time, also known as a grace period, if the corporation has not complied, the state will put the corporation on inactive status.

Many states allow shareholders or board of directors to place a corporation on inactive status if the corporation plans to suspend operations for a considerable length of time. When a corporation chooses to voluntarily become inactive, the state may proceed to place the corporation on inactive status.

When a corporation fails to remain in compliance, most states will automatically place the corporation on inactive status. The grace period allowed for a corporation to become compliant will vary from state to state. In Louisiana, a corporation has an extended time of three years before being placed on inactive status for failing to fulfill state requirements. However, in Georgia, the grace period is not so gracious, allowing only 60 days if a corporation fails to file the annual report.

What Does the Reinstatement Process Involve?

The reinstatement process can vary from state to state as well, as seen in Alaska, where no formal reinstatement is required. The corporation simply pays double the filing fees plus the total amount of fees for the time period the business was inactive.

Most states allow a reinstatement after a fee has been paid along with its annual obligations, and in most states, reinstatement is only available for a certain number of years after dissolution. Texas allows a corporation to apply for reinstatement at any time if the corporation was placed inactive due to tax reasons.

A reinstatement can take a considerable amount of time. The reinstatement application must be filed with both the Secretary of State and often the Department of Revenue or Taxation. It is important to research and examine the process and requirements subject to your home state when requesting a reinstatement.

If a business has been administratively dissolved for less than 12 months, it can be reinstated by making an online payment; this payment can be made using a credit card.

Tips to Avoid Future Administrative Dissolution

Maintaining good standing is simpler than reinstating a company. Here are tips to help you stay compliant:

  • Calendar Important Deadlines: Track annual report and tax filing dates.
  • Use a Registered Agent: A professional agent ensures you never miss legal or government notices.
  • Automate Payments: Where possible, set up automatic payments for fees and taxes.
  • Conduct Regular Reviews: Quarterly check-ins help catch issues before they escalate.
  • Consult Legal Counsel: A business attorney can provide proactive compliance support.

If you're unsure whether reinstating your company is right for you, an experienced attorney from UpCounsel can help assess your options and guide you through the process.

When Reinstatement May Not Be the Best Option

In some cases, reinstating a company may not be the most practical path forward. Consider the following before deciding:

  • Time Since Dissolution: If years have passed, it may be easier to start a new company.
  • Name Availability: If the business name has been taken by another entity, reinstating may not preserve branding.
  • Tax or Legal Liabilities: Reinstatement may bring back unresolved debts, penalties, or lawsuits.
  • Change in Business Model: If your business has shifted direction, it may be more strategic to form a new entity.

Always weigh the cost-benefit of reinstatement versus creating a new corporation.

Post-Reinstatement Considerations

Once your company is reinstated, additional steps may be needed to resume full operations:

  • Notify the IRS and Other Agencies: Update your tax status and reactivate your EIN if needed.
  • Renew Business Licenses: Local permits and licenses may have expired and must be renewed.
  • Update Contracts and Banking Info: Inform banks, suppliers, and customers of your reinstated status.
  • Monitor Compliance Closely: Establish systems for tracking future filing and payment deadlines to avoid future suspension.

Proper follow-through helps prevent falling out of compliance again.

State-Specific Reinstatement Timelines and Limits

Each state has a specific window during which a company may be reinstated after dissolution. Missing this window could permanently bar reinstatement.

  • California: Businesses may reinstate anytime but must resolve all compliance issues and pay outstanding fees.
  • New York: Entities may need to apply for a court order if dissolution was involuntary and over two years ago.
  • Florida: Reinstatement is available indefinitely unless the company’s name is taken by another entity.
  • Illinois: Corporations typically have five years from the date of dissolution to file for reinstatement.

Waiting too long may require forming a new entity entirely, which includes reapplying for your business name, EIN, and licenses.

Common Documents Required for Reinstatement

To successfully reinstate a company, most states require submission of specific forms and documentation. These may include:

  • Reinstatement Application: A formal request to return the company to active status.
  • Past-Due Annual Reports: All missed annual filings must be submitted.
  • Tax Clearance Certificate: Some states require proof that all state taxes are paid.
  • Certificate of Good Standing: In some cases, this may be necessary to demonstrate compliance with requirements in other jurisdictions.
  • Filing Fees and Penalties: Payment for both the reinstatement and any associated late penalties.

Check with your Secretary of State or Department of Revenue to confirm your state’s exact requirements.

Frequently Asked Questions

  1. How long does it take to reinstate a company?
    It can take anywhere from a few days to several weeks, depending on the state and how quickly you submit all required documents.
  2. Can I reinstate my business online?
    Many states offer online portals for filing reinstatement applications and paying fees, but some may still require mailed documents.
  3. Will I keep the same EIN after reinstating?
    Yes, in most cases, you can continue using the same EIN, unless the IRS has deactivated it due to prolonged inactivity.
  4. What happens if someone else took my business name?
    You may be required to register a new name or file under a different "doing business as" (DBA) name.
  5. Is reinstatement possible after voluntary dissolution?
    In some states, yes, but the process can be more complex and may require additional approvals or court orders.

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