Reinstate LLC: Everything You Need to Know
To reinstate LLC is to give active status to an entity that was revoked or administratively dissolved.3 min read
2. Reinstatement in Florida
To reinstate LLC is to give active status to an entity that was revoked or administratively dissolved.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.
To reinstate an LLC, submit an application with the following completed:
- Change, delete, or add the names and addresses of the LLC directors, officers, managers, or other authorized persons.
- Submit any general partners address changes.
- Submit the name and address of a new registered agent.
- Complete a change of address of the principal office of the business entity. This can also include the mailing address.
- Update or add the Federal Employer Identification Number (FEIN).
The cost and payment options to reinstate will vary by state. In Florida, the payment options include:
- Online Payments
- Credit card
- Debit card (Mastercard or Visa only)
- Mail or Courier
- Check or money order made payable to the Florida Department of State.
- Checks must be from a U.S. bank.
The time it takes to process a reinstatement of a business entity that was dissolved or revoked within one calendar year will show an update as soon as the payment is posted, if paid by credit card. If the business entity was dissolved or revoked for more than one year, the time frame will be two to three days.
The longer time frame is based on the requirement that a business name search must be completed to confirm another entity hasn't taken the name. If payment is made with a check, the length of time required will be dependent on the workload at that time of year.
Reinstatement in Florida
Before applying for reinstatement, a Florida corporation must hold a board of directors meeting to present the plan, vote, and record that the motion was approved to move forward with reinstatement. The meeting minutes must be recorded. If not enough notice was given to the board members, they must sign a waiver of notice. This indicates they waived the notice time that is listed in the bylaws of the corporation.
When an LLC is administratively dissolved or revoked, this means that compliance was not met. This could have been because an annual report was not filed or taxes were not paid. Before reinstatement, these obligations must be fulfilled to show the business is back in "good standing."
Once compliance is met, corporations can be reinstated online. To do this, complete the form and submit payment through the online payment system. The current payment fees are:
- Profit corporations — $600 plus $125 for each report year.
- Nonprofit corporations — $175 plus $61.25 for each report year.
- Limited Liability Corporation — $100 plus $138.75 for each report year.
- Limited Partnership and Limited Liability Limited Partnership — $500 plus $500 for each reporting year. This amount is higher based on Florida law that requires payment for each year the LLC was revoked and for each reporting year due.
If the trigger for administrative dissolution was not filing an annual report, the cost will be $750 at a minimum to reinstate the Florida corporation.
A notification of reinstatement should be sent to all clients, vendors, business partners, banks, and any other person or entity you think should know the business is back and fully operational. This is not required but recommended to move ahead.
It is recommended that the LLC reach out to a legal or tax professional to be sure you have filed everything needed for reinstatement. Each entity may have its own special situations that need clearing up. Missing steps will be both timely and costly, and professional assistance can help lessen this issue.
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.