How to Reactivate a Dissolved LLC

By Michelle Kaminsky, J.D.

How to Reactivate a Dissolved LLC

By Michelle Kaminsky, J.D.

The procedure for reactivating a dissolved LLC depends on state law as well as whether the business regulation agency has already processed the articles of dissolution.

Man looking concernedly into laptop

Many states define a specific time period before dissolution takes effect, during which time the LLC's owners may withdraw the articles of dissolution. Once an LLC has already been dissolved by the state, however, state law determines the process for getting it reinstated.

Some states allow for reactivation by refiling paperwork and paying a fee, while in other jurisdictions, the only way to reactivate is by filing new articles of incorporation and forming a new LLC with the same name—so long as the name is still available.

Here are the general steps needed to reactivate a dissolved LLC.

1. Research your state's law regarding LLC reactivation.

Because some states allow for the revival of LLCs while others do not, you will have to first learn about the applicable law to determine your path. Most states have this information available on the website of the state agency responsible for regulating businesses, usually the Secretary of State.

2. Hold a vote regarding LLC reinstatement.

LLC members must agree to reinstate the company in order to proceed. The type of vote required—unanimous, majority, etc.—depends on either your state law or the LLC's operating agreement.

3. Withdraw the LLC's articles of dissolution.

Because most states have a grace period—often 90 days—between filing the articles of dissolution and when they become effective, you may still be able to simply withdraw them. If this is the case in your state, follow the procedure for withdrawing the LLC's dissolution request.

4. File for LLC reactivation.

Some states permit the reactivation of an LLC through the filing of a specific form and paying a fee. In Delaware, for example, you must file a Certificate of Revival. You should also make sure you catch up with any back taxes the LLC owes to the state.

While going through LLC reactivation, you should make sure your business name is still available and update any information that may have changed since your original filing, such as the names of members or managers, any addresses, or the company's registered agent.

When an LLC is revived in this way, the business generally retains the same authority, rights, and obligations as before the filing of the articles of dissolution—in other words, it's as if the dissolution request never happened.

5. In the alternative, form a new LLC.

If you cannot revive your LLC under state law as described above, you will have to form a new LLC. The newly created company may have all the same members and assets as the old one. To the state, though, it is a new company, so you will have to file new articles of incorporation (though they may be the same as before), pay filing fees, and otherwise file the state's LLC formation procedure.

6. Get squared away with tax authorities.

In addition to the tax concerns noted above, you should contact both state and federal tax authorities to update your information.

State tax procedures vary, but on the federal level, the Internal Revenue Service (IRS) does not cancel or reassign any employer identification number (EIN). The IRS does, however, close an account after a business files its final tax return, so you must reactivate the LLC's old EIN before you start using it again.

Understanding the paperwork and process involved for reactivating and establishing an LLC can be difficult and confusing. Following the necessary steps in your state to make sure everything is filled out and filed correctly will help you avoid any potential legal or tax trouble so you can focus on your new or reactivated business.

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.