To reinstate LLC Georgia businesses, go to the Georgia Secretary of State (SOS) website and request an application for reinstatement. Then, visit the Corporations Division to complete the online request form.

Information for Georgia LLC Reinstatement

Reinstatement Application

To create a reinstatement request, you must have your Georgia LLC business control number. If you don't have your control number, you can use the search option on the SOS website. Once you've logged in and entered the applicable number, you'll be able to access the reinstatement application form. The form can be mailed in or submitted in person. The street and mailing address for the Georgia Secretary of State Corporations Division is 2 MLK Jr. Dr. S. E., Suite 315, Floyd West Tower, Atlanta, GA 30334.

Timeframe for Filing

You have five years from the time the business was dissolved administratively to reinstate a Georgia LLC. If the five-year period has expired, you must file new Articles of Incorporation. The fee to file for reinstatement is $250. If you need expedited service, it will cost an additional $100. You can also start a new Georgia business entity instead of reinstating the limited liability company. This is an involved process that may have consequences. It's recommended that you consult with an account or attorney before proceeding.

After an LLC or corporation is registered with the SOS, most states require that the business file paperwork regularly either yearly or biannually. Reports may be required by some state even if no business was conducted during the previous year.

Changes to Original Business Entity

When filing to reinstate a Georgia LLC, some changes can be made that were part of the original business registration. For example:

  • You may change the person or business that is listed and who served as the registered agent for the LLC.
  • The principal address for the limited liability company may be changed on the reinstatement form.
  • The members and managers of the limited liability company may also be changed.

General Information About Company Reinstatement

There are several different terms used when defining the suspension of a company's right to serve in a business capacity in a specific state. These include:

  • Administratively dissolved.
  • Involuntarily terminated.
  • Revoked.
  • Withdrawn.

In the event that a corporation or limited liability company is terminated or dissolved or the charter is revoked, then filing for reinstatement is required. The reinstatement may be through the Secretary of State for the specific state or the Department of Treasury or Department of Taxation.

In some states, the process of reinstating a business is referred to as a revival or a good standing reinstatement. The definition of "good standing" differs from state to state, but in general, it means all required reports have been filed in a timely manner and all fees paid. In some states "good standing" refers to the business being up-to-date with tax requirements.

In some situations, forming a new LLC is a better option than reinstatement. An example would be a company that has failed to file yearly reports, which would result in the reinstatement costing more than starting a new LLC or corporation.

In some states, a company that has been dissolved isn't eligible to conduct business until all outstanding fiscal requirements are met. In this case, when a company has lost its good standing or has been administratively dissolved, you may face fees, fines, and penalties for noncompliance. The business also can't sue or defend against a lawsuit. This may result in delayed business transactions with financial institutions, licensing agencies, contractors, and the government.

Owners of the business may also be subject to personal liability. In most states, the owner has a certain timeframe to restore the business to good standing. If the opportunity is available, it's to your advantage to use the window of opportunity.

The time that a business must be back to good standing status varies from state to state. Along with the risk of being administratively dissolved, a business also risks losing its legal liability protection. This means the assets of the members of an LLC and the owners/shareholders of a corporation are at risk.

If you need help with how to reinstate an LLC in Georgia, 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.