How to Re-Open a Dissolved Company

By Cindy DeRuyter, J.D.

How to Re-Open a Dissolved Company

By Cindy DeRuyter, J.D.

While corporations can, in theory, enjoy a perpetual existence, a business' registration can end for any number of reasons. Whether you and your fellow corporate shareholders made a conscious decision to close your corporation or its registration was administratively terminated by the state, it is usually possible to reestablish your business by following certain procedural requirements.

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Always Follow State-Specific Requirements

Corporations and other business structures are established under the laws of the states where they are incorporated and registered to conduct business. Those state laws can—and do—vary, so be sure to investigate your state's specific requirements and procedures for maintaining and re-opening dissolved corporations.

Involuntary Dissolution

In order to maintain their registrations, corporations must follow their states' requirements to submit annual reports or other filings within specific timeframes and pay required fees. If those administrative obligations are not met, the corporation may be subject to involuntary dissolution by the state.

If your corporation was involuntarily dissolved because of an administrative oversight, your state's laws may allow you to “cure" the deficiency within a specified time period by filing certain documents with the secretary of state's office and paying fees to reactivate the company. Doing so should bring your business back into good standing with the state so that it can continue operations under the original corporate registration.

Reactivating Voluntarily Dissolved Corporations

If you consciously dissolved your corporation but want to re-open it, there are several steps you should take:

  1. Evaluate what went well with your business before it was dissolved and where you have areas for improvement. Look at your bylaws, marketing plans, business plans, and other governing documents to determine whether it makes sense to adjust those documents for the next chapter in your business' lifecycle. For example, if your business was dissolved because it was not financially successful, determine what can and should be changed so that the business has a better chance of success the second time around.
  2. Determine what forms, fees, and other requirements your state imposes for reestablishing previously dissolved businesses. While some states will allow you to reinstate a dissolved corporation by paying a fee and filing one or more forms, other states require corporate organizers to essentially start from scratch as if filing a brand-new corporation. This may mean confirming your corporation's name is still available for use, filing new articles of incorporation, and meeting other state-specific requirements.

Don't Forget About Tax Requirements

Regardless of whether your state allows you to follow a simplified reinstatement process or if you need to start from the beginning, don't forget about your corporate tax obligations.

Check with your state's taxing authority and with the IRS to determine whether your tax ID numbers are still active or whether they need to be reinstated. Because your business must be in good standing with tax agencies, you may need to file forms or pay fees in order to use your tax ID numbers again.

After you have addressed these potential hurdles, you will be ready to re-open your business, hiring staff and marketing your products or services to your customers.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.