Reinstatement is the official state filing that brings a dissolved LLC or corporation back to active good standing. Approval restores the entity's original formation date, EIN, contracts, bank accounts, and brand identity. The alternative, forming a new entity, restarts every relationship from zero.
Reinstatement keeps the entity's tax history, IRS account, and tax-year continuity. Forming a new entity means applying for a new EIN and abandoning everything tied to the old one.
Most US banks close business accounts when an entity loses good standing. Reinstatement restores the legal capacity to maintain the account. Reopening with a new entity often requires fresh underwriting and history.
Contracts signed by a dissolved entity are at risk. Reinstatement is typically retroactive to the dissolution date, which validates the interim contracts. A new entity has no legal claim to the dissolved entity's agreements.
Reinstatement (also called revival, restoration, or requalification depending on the state) is the official state filing that brings a dissolved or administratively dissolved LLC or corporation back to active good standing. Once approved, the entity resumes its original formation date and keeps its existing EIN, contracts, bank accounts, and brand identity.
The window varies by state. Delaware and Texas allow 3 years from dissolution; Illinois allows 5 years; many states including California, Florida, Maryland, Nevada, New York, and Wyoming have no time limit at all. After the window closes, you must form a new entity, which means a new EIN, new contracts, and loss of the original formation date.
Many states require a Tax Clearance Certificate from their Department of Revenue or Comptroller confirming that all franchise tax, sales tax, withholding, and other state tax obligations are current before the Secretary of State will issue a reinstatement. We coordinate tax clearance for you on both service tiers.
Most states require you to file every missed annual report and pay associated fees and late penalties as part of reinstatement. We calculate the total automatically based on your year of last good standing, file the back reports, and submit them with your reinstatement application.
In most states, your original name is reserved for the entity during the reinstatement window. Once the window closes, the name becomes available to other filers. If a third party has registered the name in the meantime, you may need to file under a new name or reach a coexistence agreement.
An administratively dissolved entity loses limited liability protection, cannot legally enter contracts, cannot maintain bank accounts, may be barred from filing lawsuits, and risks personal liability for the owners. After the reinstatement window closes, the entity is permanently terminated and you must form a new entity to continue operating.
Processing varies by state from same-day in Texas and Wyoming to 14 business days in California. Tax clearance, when required, adds 3 to 30 days. Most reinstatements complete in 7 to 21 business days end-to-end. Expedite is available in roughly 30 states for an additional state-set fee.
Administrative dissolution is initiated by the state when an entity falls behind on annual reports, franchise tax, or Registered Agent maintenance. Voluntary dissolution is initiated by the owners through a formal wind-up. Both can be reversed through reinstatement in most states, though the back-fee structure differs.
No. Reinstatement restores the original entity, so your EIN, bank accounts, contracts, licenses, and tax history all continue uninterrupted. This is the single largest advantage of reinstatement over forming a new entity.
Top 12 states by reinstatement volume. All 51 jurisdictions are supported in the wizard above.
| State | Filing fee | Back AR / yr | Tax clearance | Window | State days |
|---|---|---|---|---|---|
| Delaware | $200 | $300 | Required | 3 years | 7 |
| California | $25 | $20 | Required (FTB 3557) | No limit | 14 |
| Texas | $75 | $0 | Required (05-377) | 3 years | 5 |
| Florida | $600 | $138.75 | Not required | No limit | 5 |
| New York | $55 | $9 | Not required | No limit | 7 |
| Illinois | $200 | $75 | Required (BCA 12.45) | 5 years | 10 |
| Nevada | $200 | $200 | Required | No limit | 10 |
| Wyoming | $250 | $60 | Required | No limit | 7 |
| Maryland | $100 | $300 | Required | No limit | 10 |
| Massachusetts | $520 | $500 | Required | No limit | 10 |
| Georgia | $100 | $50 | Not required | 5 years | 5 |
| Washington | $140 | $60 | Not required | 5 years | 7 |
Fees current as of 2026. State fees may change. Wizard above always uses live state data for your specific case.
Typical end-to-end reinstatement timeline from submission to state-stamped certificate.
A reinstatement specialist verifies the dissolution record and prepares every required filing for your specific state.
Every missed annual report is filed. Tax clearance request goes to the Department of Revenue if the state requires it.
Secretary of State reviews the reinstatement application. We respond to any state queries on your behalf.
State-stamped Certificate of Reinstatement arrives in your encrypted document vault. Entity is officially back in good standing.
Every state has its own administrative trigger. Knowing which one applies tells you exactly which back filings the Secretary of State will require before reinstating the entity.
Every state except South Carolina (LLCs) requires an annual or biennial report. Miss one cycle in most states and the entity falls out of good standing. Miss two cycles and the state issues an administrative dissolution.
Fix: file every missed report plus the current one as part of reinstatement.
Delaware, California, Texas, Massachusetts, Pennsylvania, and others impose an annual franchise or privilege tax. Falling behind triggers a hold on the entity's good standing and eventual administrative dissolution.
Fix: tax clearance from the Department of Revenue plus reinstatement filing.
If a Registered Agent resigns, retires, or moves out of state and the entity does not appoint a replacement, the state issues an administrative dissolution. This often goes unnoticed because the state mail goes to an address that no longer accepts it.
Fix: appoint a new Registered Agent before filing the reinstatement.
The owners filed Articles of Dissolution intentionally. The entity wound down operations, distributed assets, and notified creditors. Reversing a voluntary dissolution is allowed in most states but the back-fee structure differs from administrative cases.
Fix: state-specific revival or Articles of Revival filing.
Dissolved entities are not dormant. They are exposed. These are the legal risks that accrue every month the entity remains out of good standing.
Owners can be held personally liable for company debts and lawsuits during the dissolved period. The entire purpose of an LLC or corporation evaporates.
A dissolved entity cannot legally enter new contracts. Courts in most states will refuse to enforce agreements signed after the dissolution date until reinstatement is approved.
US banks routinely close or freeze business accounts when an entity loses good standing. Receivables, deposits, and merchant settlements stop processing.
Dissolved entities lose standing in court. Collection cases stop, infringement claims stall, and counterparties can file suit knowing the entity has no defense capacity until reinstated.
Once the reinstatement window closes, the entity name becomes available to any other filer. Trademark, brand, and goodwill investments tied to the name can be lost permanently.
Most states add interest, late fees, and reinstatement penalties for every passing month. A simple $200 annual report can balloon to $1,200+ in compounded back fees by year two.
If reinstatement is available in the state, it is almost always the better path. Here is exactly what each option preserves and what it costs.
| Factor | Reinstate the existing entity | Form a new entity |
|---|---|---|
| Original EIN | Preserved | New EIN required from IRS |
| Formation date | Original date kept | Today's date, history reset |
| Bank accounts | Usually reactivated | New accounts, new underwriting |
| Existing contracts | Retroactively validated in most states | Renegotiated and re-signed |
| Business name | Original name retained | May be taken by a third party |
| Operating history | Continuous | Reset to zero |
| Licenses and permits | Usually transferable | Reapplication required |
| Tax history | Continuous, original NOLs preserved | New tax account, NOLs lost |
| Typical cost | $199 to $1,200 incl. back fees | $300 to $800 plus rebuilding cost |
| Total time | 7 to 21 business days | 3 to 6 months to rebuild operations |
If the reinstatement window has closed for your state, forming a new entity may be the only option. The wizard above confirms which path is available for your specific case.
Every document is delivered to your encrypted File.Business vault and stays there for the life of the entity.
The official Secretary of State document confirming the entity has been restored to active good standing.
A fresh good standing certificate dated the day reinstatement was approved. Useful for banks, lenders, and counterparties.
Every missed annual or biennial report is filed and stamped, with copies preserved in your document vault for audit and bank reference.
If the state required tax clearance, the original Department of Revenue letter is filed alongside the reinstatement, also delivered to your vault.
A pre-formatted letter you can send to your bank confirming the entity is back in good standing, with the official certificate attached. Reduces bank reactivation time from days to minutes.
Forward-looking calendar of the next annual report, franchise tax payment, and Registered Agent renewal so the entity does not slip out of good standing again.
How long you have to reinstate after dissolution depends entirely on which state issued the dissolution. After the window closes, the entity is permanently terminated.
| State | Reinstatement window | Tax clearance | Expedite |
|---|---|---|---|
| Alabama | No limit | Not required | Available |
| Alaska | 2 years | Not required | Available |
| Arizona | 6 years | Not required | Available |
| Arkansas | No limit | Required | Available |
| California | No limit | Required (FTB 3557) | Available |
| Colorado | No limit | Not required | Same-day available |
| Connecticut | 3 years | Required | Available |
| Delaware | 3 years | Required (Franchise Tax) | 24h, 1h, 2h options |
| District of Columbia | No limit | Required | Available |
| Florida | No limit | Not required | Standard 5 days |
| Georgia | 5 years | Not required | Available |
| Hawaii | No limit | Required | Available |
| Idaho | No limit | Not required | Available |
| Illinois | 5 years | Required (BCA 12.45) | 24h available |
| Indiana | 5 years | Required | Available |
| Iowa | No limit | Not required | Available |
| Kansas | No limit | Not required | Available |
| Kentucky | No limit | Required | Available |
| Louisiana | 3 years | Required | Available |
| Maine | 6 years | Required | Available |
| Maryland | No limit | Required | Available |
| Massachusetts | No limit | Required | Available |
| Michigan | No limit | Not required | Available |
| Minnesota | No limit | Not required | Same-day available |
| Mississippi | 5 years | Required | Available |
| Missouri | No limit | Not required | Available |
| Montana | 5 years | Not required | Available |
| Nebraska | No limit | Not required | Available |
| Nevada | No limit | Required | 24h available |
| New Hampshire | No limit | Not required | Available |
| New Jersey | No limit | Required | Available |
| New Mexico | No limit | Not required | Available |
| New York | No limit | Not required | 24h available |
| North Carolina | No limit | Not required | Available |
| North Dakota | 1 year | Not required | Available |
| Ohio | No limit | Required | Available |
| Oklahoma | 3 years | Required | Available |
| Oregon | 5 years | Not required | Available |
| Pennsylvania | No limit | Required | Available |
| Rhode Island | 10 years | Required | Available |
| South Carolina | No limit | Required | Available |
| South Dakota | No limit | Not required | Available |
| Tennessee | No limit | Required | Available |
| Texas | 3 years | Required (05-377) | Same-day available |
| Utah | 2 years | Not required | Available |
| Vermont | No limit | Not required | Available |
| Virginia | 5 years | Not required | Same-day available |
| Washington | 5 years | Not required | Available |
| West Virginia | No limit | Required | Available |
| Wisconsin | No limit | Not required | Available |
| Wyoming | No limit | Required | Same-day available |
Windows current as of 2026. State law may change. The wizard above pulls live state data for your specific case at intake.
Reinstatement is not a single form. It is a multi-agency workflow involving the Secretary of State, the Department of Revenue, your bank, and sometimes a Registered Agent transition. We handle every moving part in one filing.
We calculate the filing fee, back annual reports, late penalties, and tax clearance fees for every missed year. You see the exact total before authorizing payment, with no surprise additions later.
If the state requires tax clearance, we file the application with the Department of Revenue, monitor the response, and submit it with the reinstatement application. You do not deal with two agencies.
Every reinstatement is reviewed by a specialist who understands the specific state. Reinstatements approved on first state submission save 4 to 12 weeks compared with self-filed submissions that get rejected.
If the state cannot reinstate the entity for any reason within our control, we refund the service fee in full. The state's filing fee, which the state retains, is refunded by the state directly when applicable.
Every document associated with the reinstatement filing, including state acknowledgments, tax clearance letters, and the final certificate, is stored in your AES-256 encrypted document vault for the life of the entity.
Every US state plus the District of Columbia. Domestic entity? Foreign-qualified entity? Multi-state portfolio in dissolution? File them all in one place with one team.
"I missed two annual reports while my co-founder was sick. Got the dissolution letter, panicked, and started looking at forming a new LLC. File.Business caught it: Delaware lets you reinstate within 3 years, and we still had 18 months. Total cost was $612 instead of rebuilding the entire entity. Approved in 9 days."
"California requires tax clearance from the FTB which can take a month on its own. The specialist on my case coordinated everything: filed the FTB 3557, the back Statements of Information, and the Application for Revivor in the right order. Did not have to make a single phone call to either agency."
"My Registered Agent quietly resigned three years ago and Texas administratively dissolved my LLC. I only found out when my bank flagged the account. The Compliance Subscription includes a new Registered Agent and ongoing monitoring, so this can never happen to me again. Worth every dollar."
Every state uses slightly different vocabulary. These are the canonical definitions across all 51 jurisdictions.
Dissolution initiated by the Secretary of State (not by the owners) after the entity falls behind on a state requirement. The state action becomes effective on a specific date noted in the dissolution order.
Dissolution initiated by the owners through a formal wind-up. Articles of Dissolution were filed, assets distributed, and creditors notified. Reversal is possible in most states but follows a different fee structure than administrative cases.
The official filing that restores an administratively dissolved entity to active good standing. Used in roughly 40 states.
The official filing that restores a voluntarily dissolved entity, used primarily in Delaware, California, and a handful of other states. Functionally similar to reinstatement.
A letter from the state Department of Revenue (or Comptroller, or Tax Commission) confirming all franchise tax, sales tax, withholding, and other state obligations are current. Required by most states before a Secretary of State will reinstate.
The state-set time limit for filing reinstatement after dissolution. Ranges from 1 year (North Dakota) to no limit (24 states). After the window closes, the entity is permanently terminated.
The annual or biennial reports that were not filed during the dissolved period. Most states require every missed report to be filed and paid as a condition of reinstatement.
In most states, an approved reinstatement is effective as of the original dissolution date. This validates contracts entered into during the dissolved period and restores limited liability protection retroactively.
The state-issued document confirming reinstatement has been approved. Functions as proof of good standing for banks, lenders, and counterparties.
A state-imposed tax on the privilege of doing business as an LLC or corporation in the state. Common in Delaware, California, Texas, and Massachusetts. Unpaid franchise tax is one of the top causes of administrative dissolution.
The person or company designated to receive legal mail and state notices on behalf of an entity. Loss of a Registered Agent (resignation, expiration, address change without update) is a common silent cause of administrative dissolution.
The state's official designation that an entity is current on all annual reports, franchise tax, Registered Agent obligations, and other state requirements. The opposite of administrative dissolution.
The six states with the highest reinstatement volume. Every state in the wizard above is supported with the same depth.
Top state by reinstatement volume. Driven by franchise tax non-payment.
Delaware uses the term Certificate of Revival for both LLCs and corporations. The filing is made with the Delaware Secretary of State's Division of Corporations. Before reinstatement can be processed, the Delaware Department of Finance must issue a Franchise Tax Clearance Certificate confirming that every back year of franchise tax has been paid, including the current year and all penalties and interest.
For LLCs, Delaware charges a flat $300 per year in franchise tax. For corporations, the franchise tax is calculated using either the Authorized Shares Method or the Assumed Par Value Capital Method, with a minimum of $175 and a maximum of $250,000 per year. The Authorized Shares Method is almost always cheaper for early-stage companies. We recalculate using both methods automatically.
Expedited options: 24-hour, same-day ($100 surcharge), 2-hour ($500), and 1-hour ($1,000). The 24-hour expedite is the most popular for time-sensitive transactions where the entity needs good standing for closing.
Highest tax-clearance complexity. FTB plus SOS coordination required.
California uses the term Application for Certificate of Revivor. The filing goes to the California Secretary of State, but it cannot be processed until the Franchise Tax Board issues a Tax Clearance Certificate using Form FTB 3557. The FTB will not issue the clearance until the entity is current on the $800 minimum annual franchise tax for every year of dissolution, plus any underpayment penalties and interest.
A common surprise: California assesses the $800 minimum franchise tax for every year the entity was suspended, even if the entity had no revenue. A three-year dissolution can mean $2,400 in back franchise tax before reinstatement can proceed. We surface this exact total during the wizard intake so there are no surprises.
If the entity was registered as a Foreign Corporation or Foreign LLC doing business in California, the reinstatement filing also requires a Certificate of Good Standing from the home jurisdiction, dated within 90 days of the California filing.
Fastest large-state processing. Tax clearance is Form 05-377.
Texas uses the term Application for Reinstatement and Request to Set Aside Tax Forfeiture. The filing combines the Secretary of State reinstatement with a Texas Comptroller request to lift the franchise tax forfeiture in a single submission. This is the fastest state-level reinstatement workflow among the largest states.
The tax clearance side is handled by Form 05-377 (Request to Set Aside Tax Forfeiture) filed with the Texas Comptroller's Office. The Comptroller verifies the entity is current on Texas franchise tax (0.75% of margin for retail/wholesale, 0.375% for other businesses) and that all annual public information reports are filed. The Comptroller's clearance is typically issued within 3 business days for entities current on tax, longer if back tax must be paid first.
Texas does not require missed annual reports to be filed (Texas does not have an LLC or corporation annual report, only the Public Information Report attached to the franchise tax filing). This simplifies the reinstatement workflow compared with Delaware or California.
Highest filing fee. No tax clearance required.
Florida uses the term Reinstatement filed with the Florida Department of State, Division of Corporations. The reinstatement filing fee is the highest of any large state at $600 for both LLCs and corporations, plus $138.75 for each missed annual report. A two-year reinstatement therefore lands at approximately $877 before the service fee.
Florida has no franchise tax and does not require tax clearance from the Department of Revenue as a precondition of reinstatement, which makes Florida one of the cleaner workflows logistically despite the high fee. The filing is processed in approximately 5 business days through Sunbiz.org, the state's online filing portal.
Florida does not require a new Articles of Organization or Articles of Incorporation: the original document is preserved. If the entity has a current Registered Agent on file but the address is out of date, the reinstatement filing is also used to update the Registered Agent address. This is the most common silent reinstatement trigger in Florida.
Biennial reports only. Low state filing fee. Publication requirements may apply.
New York uses the term Application for Reinstatement filed with the New York Department of State, Division of Corporations. The reinstatement fee is $55 for LLCs and $55 for corporations, with $9 per missed biennial report. New York is one of the few states with biennial (not annual) reporting, which limits back-fee exposure.
New York does not require tax clearance from the Department of Taxation and Finance as a condition of reinstatement, although the New York City Department of Finance may have separate requirements for entities with NYC operations. We surface NYC-specific requirements at intake for entities with a New York County, Bronx County, Kings County, Queens County, or Richmond County address.
A New York-specific complication: if the original LLC formation triggered the New York publication requirement and it was not completed, the publication may need to be redone as part of reinstatement. We check the original publication status during state-record lookup and surface any cure requirement.
Hard 5-year window. Department of Revenue clearance via BCA 12.45.
Illinois uses the term Application for Reinstatement filed with the Illinois Secretary of State, Department of Business Services. Illinois has one of the strictest reinstatement windows: 5 years from the date of administrative dissolution. After 5 years, the entity is permanently terminated and a new entity must be formed.
Tax clearance is handled through Illinois Department of Revenue Form BCA 12.45 (Statement of Tax Compliance for Reinstatement of LLC or Corporation). The IDOR confirms the entity is current on Illinois income tax, replacement tax, sales tax, withholding tax, and any other state tax obligations. The IDOR clearance typically takes 14 to 30 days, which often dominates the reinstatement timeline.
A common Illinois-specific issue: if the entity changed its principal address or Registered Agent during the dissolved period, the Illinois reinstatement filing includes a Statement of Change as part of the same submission, which we handle automatically.
Reinstatement is a checkpoint, not the finish line. These steps preserve the work and keep the entity in good standing for the long run.
Send the Bank Reactivation Letter (delivered in your File.Business vault) to your bank's relationship manager. Most banks reactivate the account within 2 business days once they receive the certificate.
Send the new Certificate of Good Standing to vendors who paused or held payments due to the dissolution. Restart automated payments and receivables.
If a new Registered Agent was appointed as part of reinstatement, confirm the agent's contact details with the state and update any vendor or contract listing the old agent.
The Compliance Calendar (delivered in your File.Business vault) lists every upcoming deadline. Push the dates into your business calendar and set 30-day, 14-day, and 7-day reminders.
If you chose One-Time Filing, consider upgrading to the Compliance Subscription. The leading cause of reinstatement is a second lapse, and monitoring catches it before the state acts.
Pick One-Time Filing for a single transaction, or add the Compliance Subscription so the entity stays in good standing year after year without needing to refile.
| Feature | One-Time Filing $349 |
One-Time + Compliance Subscription $399 + $19/mo Popular |
|---|---|---|
| Prepared reinstatement application | Yes | Yes |
| State submission | Yes | Yes |
| Back annual reports filed | Yes | Yes |
| Tax clearance coordination | Yes | Yes |
| State follow-up until issued | Yes | Yes |
| Specialist review | Dedicated specialist | Dedicated specialist |
| Bank reactivation letter | Yes | Yes |
| Year-one Registered Agent | Add-on | Included |
| Ongoing compliance monitoring | No | Yes |
| Automated annual report filing | No | Yes |
| State-rejection refund | Yes | Yes |
State fees and back-report fees are billed at cost, separately from the service fee on every tier.
These are the patterns we see most often when reinstatements get rejected, delayed, or compounded. The wizard above guards against each one automatically.
The Secretary of State will reject the application if the state requires tax clearance and it is not attached. The filing fee is forfeited and you start over.
Fix: tax clearance first, then SOS reinstatement.
Filing the current year's report only is a common shortcut. The state requires every missed year, and the reinstatement is rejected if any are skipped.
Fix: file every missed year, every late penalty.
Some states use different forms for administrative dissolution versus voluntary dissolution. Filing the wrong one results in rejection without explanation.
Fix: match the form to the dissolution type on file.
Reinstating without first appointing a current Registered Agent guarantees a second administrative dissolution within months. State mail does not reach the entity.
Fix: appoint a new RA as part of reinstatement.
States like Illinois, Delaware, and Texas have hard time limits. Filing one day after the window closes leaves the owner with no option except forming a new entity.
Fix: check the window first, before doing any other work.
Signing contracts, making representations of corporate status, or invoicing in the entity name during dissolution can expose owners personally even after reinstatement.
Fix: reinstate before resuming material operations.
Owners often estimate the dissolution year incorrectly. This leads to underpaying back fees by 1 to 2 years, which triggers a state correction notice and 4 to 6 weeks of delay.
Fix: pull the state record, do not rely on memory.
Owners sometimes apply for a new EIN out of confusion, then have to undo the IRS account. Reinstatement preserves the original EIN. A new EIN is not just unnecessary, it creates tax-account conflicts.
Fix: keep the original EIN, do not request a new one.
The reinstatement application must use the exact entity name as it appears on the original Articles of Organization or Incorporation, including punctuation and entity-type designator.
Fix: copy the name from the state record verbatim.
If the entity was foreign-qualified in other states, those qualifications also lapsed when the home state dissolved. Reinstatement of the domestic entity does not automatically restore foreign qualifications.
Fix: file separate Foreign Qualification reinstatement in each state.
A reinstatement filing is rarely the only thing happening at the same time. Here is how we handle the most common surrounding situations.
Reinstatement is almost always a closing condition. Counterparties run a Secretary of State search during diligence and the dissolution status surfaces immediately. Time pressure is acute: most deals require a Certificate of Good Standing dated within 7 days of closing.
Recommended: One-Time Filing or One-Time + Compliance Subscription with expedite, plus same-day Certificate of Good Standing add-on.
SBA loans, commercial real estate loans, and most business lines of credit require active good standing at funding. A dissolved entity cannot close on a loan, and most lenders pause the application until reinstatement is approved.
Recommended: One-Time Filing with the bank reactivation letter add-on so the lender has documentation to keep the file moving.
Most commercial landlords require proof of good standing at lease renewal. A dissolved entity cannot extend the lease as the original tenant. Some landlords require personal guarantees in the interim, which can be permanent.
Recommended: One-Time Filing with expedite if the renewal date is within 30 days.
A dissolved entity loses standing in court in most jurisdictions. Active litigation may be paused, dismissed, or have to be refiled. Defending a claim is also impaired because the entity cannot retain counsel in the dissolved state.
Recommended: One-Time Filing with expedite. Coordinate with counsel before filing to ensure the reinstatement timing supports the litigation strategy.
Architecture, engineering, accounting, law, healthcare, and other regulated professions often require the practice entity to be in good standing for license renewal. A dissolved entity cannot renew the practice license without reinstatement first.
Recommended: One-Time Filing or One-Time + Compliance Subscription with priority handling for the practice's renewal cycle.
No immediate transaction or deadline. The entity simply needs to be back in compliance for ongoing operations, future contracts, and to preserve the original formation date and EIN. This is the most common scenario.
Recommended: One-Time + Compliance Subscription. The price difference vs One-Time Filing is small and the year-one Registered Agent plus ongoing monitoring prevents a second lapse.
The reinstatement wizard above auto-detects the entity type from the state record. Each type has specific requirements.
The most common reinstatement type. The Operating Agreement remains effective. Member tax treatment (single-member disregarded, multi-member partnership, or S-corp/C-corp election) is preserved if the entity was reinstated retroactively to the dissolution date.
Backed reports: Annual Report, Statement of Information, or Periodic Report depending on state.
The Bylaws and outstanding stock remain effective on reinstatement. Officer and director records may need to be refreshed if there were changes during the dissolved period. Corporate authorizations may need to be reaffirmed by board resolution.
Backed reports: Annual Report plus franchise tax if state requires.
The S-corp election (IRS Form 2553) is preserved on reinstatement provided the entity itself is restored to the original formation date. If the entity is forced to form a new entity instead, the S-corp election must be re-applied for and requires shareholder consent.
Backed reports: Same as C-Corp at the state level, plus continued IRS S-corp election.
Reinstatement of a foreign-qualified entity requires both the domestic state reinstatement (in the home jurisdiction) and the foreign qualification reinstatement in each state where the entity was registered to do business. These are separate filings.
Backed reports: Domestic plus each foreign-state report. Volume can be significant.
Reinstatement preserves the 501(c)(3) determination provided the IRS Form 990 series was filed on time (or back-filed) during the dissolved period. Failure to file Form 990 for three consecutive years auto-revokes 501(c)(3) status separately from state dissolution.
Backed reports: State annual report plus IRS Form 990 if not yet filed.
Reinstatement uses a state-specific form (Application for Reinstatement of Limited Partnership). LP reinstatements preserve the partnership tax treatment and the limited partners' liability shield. LLPs are most common in professional practice partnerships.
Backed reports: Partnership annual report or certificate, depending on state.
Deeper questions our specialists handle every day.
Reinstatement involves the entity name, EIN, addresses, and payment information. Here is exactly how each is secured.
TLS 1.3 for every page load and API call. AES-256 for every byte at rest in our vault. The decryption keys are rotated quarterly and never leave our SOC 2-audited environment.
Card number, expiration, and CVC are entered directly into Stripe-hosted fields. We never see, store, or transmit raw card data. PCI DSS Level 1 environment, audited annually.
Annual third-party audit by KPMG of every security, availability, processing integrity, confidentiality, and privacy control. The audit report is available to customers under NDA on request.
Only the specialist assigned to your reinstatement can access your filing. Every access is logged and auditable. Customer support has read-only access via just-in-time elevation that you authorize per request.
Filing documents are retained for the life of the entity in your vault. You can export everything as a single ZIP at any time. You can request deletion of your account and all personal data, subject to legal retention obligations for completed filings.
Your filing data is never sold, never shared with third-party marketers, and never used to train models. Service providers (Stripe, hosting, email) receive only the minimum information required to complete the filing.
Most of this is auto-detected by the state lookup. Having these items in front of you makes the wizard run in 3 minutes instead of 6.
The wizard above takes 3 to 6 minutes for most filings. Here is what happens at each step so you know what data we collect and how it gets used.
Pick the state where the entity is registered and enter the business name. We run a live lookup of the state record, which returns the entity type, current status (dissolved, active, suspended), file number, dissolution date if applicable, and the year of last good standing. This step also reveals whether the reinstatement window is open and how long is left.
Time: 30 to 60 seconds. Outputs: state record summary, available reinstatement path.
Verify what the state record says: the dissolution date, dissolution reason (administrative or voluntary), and entity type. The dissolution reason determines which reinstatement form is filed, which is why getting it right matters more than most other inputs. If anything looks wrong, you can override the inputs and a specialist reviews before submission.
Time: 30 to 60 seconds. Outputs: confirmed dissolution metadata, form selection.
This is the biggest step by impact. We calculate every back annual or biennial report owed, the late penalty for each missed cycle, the franchise tax owed, and the tax clearance requirement. The math is shown line by line so you can audit it. If the state requires tax clearance, we explain what that involves and handle it as part of the filing.
Time: 60 to 90 seconds. Outputs: itemized back-fee total, tax clearance plan.
Two tiers: One-Time Filing ($349) and One-Time + Compliance Subscription ($399 + $19/month, popular). Both include tax clearance coordination, state follow-up, dedicated specialist review, and end-to-end filing. The subscription adds year-one Registered Agent and ongoing monitoring because the leading cause of a future reinstatement is a second lapse, and monitoring prevents it.
Time: 30 to 60 seconds. Outputs: chosen tier, optional add-ons.
Final review with line-item totals: state filing fee, back annual reports, late penalties, tax clearance, and service fee. Filer name, contact info, and authorization. Stripe-handled payment (we never touch card details). Three consent checkboxes (information accuracy, electronic signature, automated communications) which must be checked explicitly because they are legally consequential. Submit.
Time: 60 to 90 seconds. Outputs: filing locked, payment processed, specialist notified.
The leading cause of reinstatement is a previous reinstatement followed by another lapse. The Compliance Subscription bundles year-one Registered Agent, ongoing state monitoring, automated annual report filing, and renewal protection so the entity stays in good standing without you tracking deadlines.
Learn about the Compliance SubscriptionIncluded automatically on the Compliance Subscription tier in the wizard above.
Start the reinstatement wizard above. Most filings complete in under 21 business days.
Start reinstatementReading the state record so we can pre-fill what reinstatement requires. Takes 2 seconds.
No state-fee markup. Pay only the state fee. 60-day money-back guarantee.