1. Fees for Filing for Reinstatement Following Administrative Dissolution
2. Administrative or Voluntary
3. One Thing at a Time
4. Tax Clearance
5. Loss of Credibility

Updated November 12, 2020:

Wondering how to reinstate involuntarily dissolved LLC Illinois? When an LLC becomes delinquent, reinstatement is the process that restores it to good standing. The number of steps required to reinstate an entity depends on what caused the delinquency. Reinstating a domestic LLC in Illinois begins with completing and filing the Reinstatement Following Administrative Dissolution form, which is also called the LLC-35.40.

The LLC-35.40 form must be filed in duplicate by mail, or you can deliver it in person to the office of the Illinois Secretary of State. Along with the form, you must include all of your LLC's delinquent annual reports and the fees that are due.

Fees for Filing for Reinstatement Following Administrative Dissolution

There are some fees associated with filing to reinstate an involuntarily dissolved LLC in Illinois, including:

  • A $200 filing fee plus all past-due annual reports and fees must be filed at the same time as your Reinstatement Following Administrative Dissolution form.
  • A $150 filing fee must be paid along with the Articles of Organization.
  • There's no extra fee for regular processing, which takes one week to 10 days.
  • A $100 fee is required if you want expedited processing in person. This ensures you get 24-hour processing as long as all of your past-due reports and fees are properly attached to the form.

Administrative or Voluntary

The difference between an administrative dissolution and a voluntary dissolution is that, in Illinois, if an LLC has been administratively dissolved, that LLC can apply for reinstatement at any time. No time limit is established from when the Illinois Secretary of State would require you to completely start over with your LLC. If you voluntarily dissolve your LLC, however, you can never apply for reinstatement. In that case, your only option is to start over.

One Thing at a Time

Allowing your LLC to be dissolved and then having it reinstated isn't a way to change your registered agent. After your LLC reinstatement has been processed in the state of Illinois, you can then file a form called the Statement of Change of Registered Agent. The only thing affected by the LLC's application for reinstatement, after it's been dissolved administratively, is its reinstatement. Changing the LLC's members or managers isn't an option at the same time while filing for the reinstatement of your LLC in Illinois.

Tax Clearance

There's no limit placed on the number of annual reports that an LLC can miss and still be revived in Illinois. The agency to contact is the Business Services Department of the Illinois Secretary of State. Their phone number is 217-782-6961. A number of states require a dissolved LLC to get tax clearance or tax good standing notation before reinstating the entity.

Tax clearance is a form of written proof that your LLC has paid all overdue and past due taxes with the state's tax agency. This is typically the Department of Revenue or Department of Taxation. Depending on the state that your LLC is located in, getting tax clearance can take several weeks or even several months.

Loss of Credibility

If a business has lost good standing or has been administratively dissolved, there may be state penalties, fees for non-compliance, and other fines that must be paid before the business can be reinstated. Businesses' transactions with banks, government agencies, and licensing bureaus, as well as their contractors, can end up being delayed. Those delays can cause the business to lose credibility. The owners might even face personal liability in these circumstances.

Under Section 12.40, a domestic corporation can be reinstated after administrative dissolution after the date the Certificate of Dissolution was issued by the Secretary of State once the company has:

  • Filed the application for reinstatement.
  • Filed all reports that are due and those that are coming due soon with the Secretary of State.
  • Paid all corporation fees, penalties that are due, fees that are coming due, and franchise taxes to the Secretary of State.

When the corporation that's been dissolved has met all the provisions, as established by the Secretary of State of Illinois, the LLC's corporate existence will then be ruled to be in a continued state without any Interruption from the date the certificate of dissolution was issued.

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