Key Takeaways

  • In Georgia, an LLC that has been administratively dissolved can be reinstated if it meets specific compliance and filing requirements.
  • The reinstatement process involves submitting an Application for Reinstatement, paying past due fees, and filing missing annual registrations.
  • The Georgia Secretary of State handles reinstatement filings, which can be completed online or by mail.
  • Reinstatement restores your LLC to active status and retroactively maintains the original business start date.
  • You must resolve all compliance issues, such as taxes and registered agent updates, before reinstatement.
  • If the LLC name has been taken, a new name must be chosen, and you may need to update your EIN and legal documents accordingly.
  • It is recommended to consult a legal or tax professional to ensure compliance.

To reinstate LLC is to give active status to an entity that was revoked or administratively dissolved. Reinstating an LLC (Limited Liability Company) is recommended if there is a substantial customer base or if the LLC owns valuable intellectual property.

In some situations, forming a new LLC may be the preferred option, but the disadvantages should be considered before making this decision. In some cases, if an entity may have taken the name of the original LLC, you will need to acquire a new EIN (Employee Identification Number) from the Internal Revenue Service, and you will have to establish a new credit history. In addition, if you had contracts set with vendors, banks, or customers, they will have to be drafted and signed again with the new corporate name and relevant information.

How Georgia Reinstatement Differs From Other States

Reinstating an LLC in Georgia differs from other states in several important ways:

  • Name Retention: Georgia does not automatically reserve your LLC name during dissolution. If another business registers it, you'll be required to choose a new name for reinstatement.
  • Time Limits: Georgia limits reinstatement to five years after dissolution, unlike some states that offer indefinite reinstatement options.
  • Centralized Online Portal: Georgia uses a single online portal (eCorp) for reinstatement filings, making the process streamlined for both online and paper submissions.
  • Annual Registration Requirement: In Georgia, failure to file the annual registration by April 1 each year is a common cause of administrative dissolution. Other states may have different filing deadlines or rules.

Georgia LLC Reinstatement Process

To reinstate a dissolved LLC in Georgia, follow these key steps:

  1. Check Eligibility: Ensure your LLC was administratively dissolved (not voluntarily) and is eligible for reinstatement. The Georgia Secretary of State allows reinstatement only within five years of the dissolution date.
  2. Resolve Compliance Issues: Address the reasons for dissolution. This often includes filing overdue annual registrations and paying associated late fees.
  3. Gather Information: You'll need your LLC’s control number, official name, registered agent’s name and address, and any updated business contact information.
  4. Complete the Application: File the "Application for Reinstatement Following Administrative Dissolution" with the Georgia Secretary of State’s Corporations Division.
  5. Submit the Filing Fee: As of writing, the fee for reinstatement is $250. Additional fees apply for each missed annual registration (typically $50 per year).
  6. File Online or by Mail:
    • Online: Use the Georgia Corporations Division website.
    • Mail: Send the completed form with a check or money order payable to the "Secretary of State."
  7. Await Confirmation: Processing typically takes 5 to 15 business days. Expedited service is available for an additional fee.

Once approved, the LLC is returned to active status and is retroactively considered to have been in continuous existence from the date of dissolution.

Consequences of Not Reinstating Your LLC in Georgia

Failing to reinstate a dissolved LLC in Georgia can result in several legal and operational consequences:

  • Loss of Legal Rights: The business loses its right to operate under its registered name.
  • Loss of Name Availability: Another entity may register the LLC's former name, preventing you from reclaiming it.
  • Loss of Contracts and Protections: The LLC loses its limited liability protection, putting members personally at risk for debts or legal claims.
  • Tax and Fee Accumulation: Penalties may continue to accrue, and compliance issues may escalate with the IRS or state revenue authorities.

These risks make timely reinstatement crucial if you plan to continue business operations.

Considerations Before Choosing Reinstatement

Before deciding how to reinstate a dissolved LLC in GA, consider the following:

  • Current Business Needs: Is there value in reviving the original business entity, or would forming a new LLC be more beneficial?
  • Business Name Availability: If your original LLC name is no longer available, you will need to select a new one and possibly obtain a new EIN.
  • Back Fees and Costs: Calculate the total reinstatement cost, including all overdue fees and penalties.
  • Contractual Impact: Any contracts or licenses held by the LLC may need to be renegotiated or re-applied under a new business structure if reinstatement is not pursued.

Frequently Asked Questions

  1. How long do I have to reinstate a dissolved LLC in Georgia?
    You have up to five years from the date of administrative dissolution to reinstate your Georgia LLC.
  2. Can I reinstate my Georgia LLC online?
    Yes. Reinstatement can be filed online through the Georgia Secretary of State’s eCorp portal.
  3. What fees are required for Georgia LLC reinstatement?
    You must pay a $250 reinstatement fee plus $50 for each missed annual registration year.
  4. What happens if my LLC name is taken during dissolution?
    If your original name is no longer available, you must choose a new name and update your EIN and business filings accordingly.
  5. Do I need a lawyer to reinstate an LLC in Georgia?
    While not required, legal guidance can help ensure you meet all compliance requirements. You can find experienced attorneys on UpCounsel to assist with your reinstatement.

If you need help with the process to reinstate an LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.