Administrative dissolution: missed state filings and how to reinstate

Why do states dissolve LLCs?

• Not filing the annual or biennial report.
• Not paying the annual tax or franchise tax, such as Delaware's LLC tax or California's minimum tax.
• Having no registered agent, often because the agent resigned or its fee went unpaid.

States usually send notices first, to the registered agent or address on file. Out-of-date contact details are why many owners miss them. See what a registered agent is.

What does dissolution mean for the business?

• The LLC is no longer in good standing and, in most states, may only wind up its affairs.
• Its ability to sue in state courts can be suspended until reinstated.
• Banks, platforms and counterparties may freeze accounts or refuse to deal with it.
• Its name can become available to others.
• Owners who keep trading may face arguments that they are personally liable.

Federal tax filings continue regardless. Dissolution by the state does not end IRS obligations.

How do you reinstate an LLC?

1. Check the state record

   Confirm the status, the date and the reason on the Secretary of State's website.

2. File the missing reports

   Every annual report that was not filed.

3. Pay the arrears

   Overdue fees, taxes, penalties and interest. Some states require a tax clearance first.

4. Appoint a registered agent

   If the lack of one was the cause.

5. File the reinstatement application

   With the reinstatement fee. Wyoming, for example, charges $350 to reinstate an LLC dissolved for having no registered agent.

Many states treat reinstatement as relating back to the date of dissolution, as if it never happened, but check your state's rule.

Is there a time limit?

Some states allow reinstatement only within a set number of years after dissolution. After that, you may need to form a new LLC, possibly with the same name if it is still available, and transfer the business. Act as soon as you find out.

How do you stop it happening again?

• Put the annual report and tax dates in your calendar. See business tax deadlines.
• Keep the registered agent paid and your contact email current with the state.
• If you no longer need the LLC, close it properly. See what a dormant LLC still has to file.

State-by-state guides to yearly filings, fees and deadlines: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Washington DC, West Virginia, Wisconsin, Wyoming.

This guide is general information. It is not tax or legal advice for your situation.