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Reinstate a Dissolved LLC: What to Do If You Missed the Annual Report (2026)
If your LLC missed its annual report, franchise tax or registered agent renewal, the state may have dissolved it. Most states let you reinstate it and keep the same company and EIN. Here is how to check your status, what reinstatement involves in the main states, and how we handle it for you.
If a state dissolves your LLC for a missed annual report, tax or registered agent, you can usually reinstate it by filing a reinstatement application, bringing missed reports and fees up to date and, in some states, getting a tax clearance. The LLC keeps its name, EIN and history once approved. Time limits and costs vary by state, so act quickly.
Why States Dissolve LLCs
- A missed annual or biennial report.
- Unpaid franchise tax or annual tax (Texas franchise tax, Delaware annual tax).
- No registered agent on record.
- Unpaid state fees or penalties.
Reinstatement in the Main States
| State | Status you may see | What it takes |
|---|---|---|
| Wyoming | Administratively dissolved | Application for Certificate of Reinstatement with the missed reports and fees, generally within two years of dissolution |
| Florida | Inactive / administratively dissolved (after missing the annual report, usually in late September) | Reinstatement application plus every missed annual report and fees |
| Texas | Forfeited (franchise tax) | Bring franchise tax up to date, get tax clearance from the Comptroller, then file Form 801 with the Secretary of State |
| Delaware | Void / cancelled (unpaid annual tax) | Certificate of Revival plus the unpaid annual tax, penalties and interest |
| New Mexico | Varies (no annual report) | Fix the problem, for example the registered agent, and file the state’s reinstatement paperwork |
For other states, see each state’s page in our LLC annual report guide by state.
Step by Step
- Look up the LLC’s status on the state business search and note the date and reason.
- Gather the missed reports, the registered agent details and any tax filings the state requires.
- File the reinstatement (or revival) application with all missed reports and fees.
- Wait for approval, then order a certificate of good standing for your bank or Stripe.
- Set reminders so the next annual report is filed on time.
Reinstate or Start Over?
| Reinstate | Form a new LLC |
|---|---|
| Keeps the same name, EIN, bank and Stripe history | New EIN, new bank and payment accounts |
| Usually cheaper if you act within the state’s time limit | Better if the old LLC was never used or the window has passed |
| Missed Form 5472 years still need attention | Old LLC’s filings still need to be closed properly |
If you no longer need the company, see how to close an LLC instead.
Reinstating an LLC: FAQs
How do I know if my LLC was dissolved?
Check your LLC’s status on the state business search. Words like “administratively dissolved”, “inactive”, “forfeited”, “void” or “not in good standing” mean the state has acted. Banks and Stripe often discover it first when they ask for a certificate of good standing.
Can I still use my EIN and bank account?
The EIN belongs to the LLC and is not cancelled by the state, so it stays the same after reinstatement. Banks and payment platforms may freeze or close accounts while the LLC is not in good standing, so reinstate quickly.
How long do I have to reinstate?
It depends on the state. Wyoming, for example, generally allows reinstatement within two years of administrative dissolution. After the window, you may need to form a new LLC.
What does reinstatement cost?
The state charges a reinstatement fee plus any missed annual reports, fees or taxes and their penalties. We confirm the exact total for your state before filing.
Will reinstatement fix my good standing?
Yes, once the state approves it, the LLC returns to active status and you can order a certificate of good standing.
Get Your LLC Reinstated
We check your status, file the reinstatement and missed reports, and confirm the full cost first.
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