Reinstate a Corporation

Table of Contents

When a corporation is dissolved it is not always a purposeful action. Sometimes, if you establish your business as a corporation, the company may no longer be active. Although this is according to state records, you may be able to reinstate its registration. There are a variety of reinstatement requirements, procedures, and fees, but they are state-specific.

In the state of Delaware, you may need to contact the Secretary of State or other business authority that is responsible for corporate entity registrations. This can help you to determine what steps you should take.

Domestic corporations or limited liability companies (LLCs) that have been administratively dissolved may apply for reinstatement within 5 years of the date of the administrative dissolution. This can be done by filing an application for reinstatement. You may also file a reinstatement application online for reinstating the corporation.

Why Would a Corporation Dissolve?

There are many reasons why a corporation may have an inactive status. This can be because of voluntary or involuntary dissolution.

Voluntary

When shareholders decide to close a business, someone within the company must work to file articles of dissolution. This is important because by doing this, creditors will not be able to come back and present new claims for payment.

Each state has a different statute that dictates the additional steps that corporations must take for voluntary dissolutions. In general, these steps include:

  • Identifying
  • Notifying
  • Paying the creditors of the company
  • Distributing corporate assets to the shareholders

It is recommended that if you want to dissolve your corporation, you should get help from a licensed attorney in your state. This can help you to ensure that you do the process properly.

Involuntary

Sometimes, corporations are inactive because they have been involuntarily dissolved by the state. This may occur if the company has done one of the following:

  • Failed to submit required reports
  • Failed to submit tax filings
  • Failed to submit other required administrative filings

Companies can avoid being dissolved if they have someone implement proper internal policies and procedures. By appointing a responsible person to handle renewals and filings, it can limit your company's risk of involuntary dissolution.

Are Corporations Allowed to be Reinstated After they have been Dissolved?

At any time prior to the expiration of 3 years following the dissolution of a corporation pursuant, you can reinstate your dissolved company. Corporations may “revoke the dissolution therefore affected by it or restore its certificate of incorporation after it has expired by its own limitation,” according to the Secretary of State. In general, most states allow reinstatement, but in Delaware, this must be done within three years. Otherwise, you will be required to start from scratch in the incorporation process.

Reasons a Corporation needs to be Reinstated

When companies fail to meet their annual filing obligations, they risk losing their good standing. This can occur for various reasons, some voluntary, some involuntary. If you've forgotten to file the right forms or delayed payment, then individual states can take action against your business by dissolving your corporation or limited liability company (LLC) and then revoking its status.

Your corporation or LLC's status can easily be revoked for a number of reasons, this might include:

  • Failure to file annual reports
  • Failure to pay franchise taxes
  • Failure to pay state fees

When your company or LLC loses its status it also removes the legal protections typically given to business owners by the state, This can expose shareholders or LLC members to personal liability.

How to Reinstate a Corporation

The steps to reinstating a corporation vary based on state law. You will need to go through 7 standard steps though to ensure you can be reinstated.

  1. Identify any outstanding state fees your business owes
  2. Obtain the correct reinstatement forms
  3. Review your completed reinstatement forms
  4. Submit your reinstatement forms to the relevant state agencies
  5. Pay Debts owed by the company
  6. Wait to be reinstated
  7. Get Accepted and Reopen for Business

If your business has been voided for a long period of time, then another entity may have taken its name. This is one part of the reinstatement process that you will need to complete, otherwise, you will need to choose a new name should your old name be taken.

Costs Associated with Corporate Reinstatement

In order to reinstate a corporation in the state of Delaware, the fee to file the Certificate is $169. If your document is more than 1 page, you must include $9 for each additional page. You will receive a stamped “Filed” copy of your submitted document. Then, a certified copy may be requested for an additional $50. Expedited services are available as well.

When it comes to penalties for not filing a completed Annual Report (on or before March 1st) you must pay $200. In addition, there is interest at 1.5% per month. This will be applied to any unpaid tax balance.

If you would like help reinstating your corporation, our experienced business law attorneys can help. Our attorneys have been creating corporations and Delaware LLCs for hundreds of companies and we can do the same for you.

Contact a business law attorney today to find out the best way to reinstate your corporation.

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Jonathan Feniak

Jonathan Feniak: Legal Architect & Business Counsel

Expertise Forged Through Experience

At LLC Attorney, our legal strategy is guided by Jonathan Feniak—an attorney whose unconventional career path has equipped him with a rare combination of practical wisdom and legal expertise. Unlike traditional attorneys who proceed directly from law school to practice, Jonathan cultivated broad professional experience before entering the legal profession, giving him an exceptional understanding of the real-world challenges entrepreneurs face.

Financial Foundations & Business Insights

Jonathan's perspective on business law was shaped long before he earned his legal credentials. After establishing his operational leadership capabilities in the logistics industry, he pursued an MBA and immersed himself in the world of financial services. At Wells Fargo Advisors and several specialized investment firms, Jonathan mastered the intricacies of financial structures, asset portfolios, and investment vehicles.

This financial background now serves as the cornerstone of his approach to business formation. When advising LLC Attorney clients, Jonathan evaluates legal structures not just for compliance, but through the lens of investment potential, tax efficiency, and strategic flexibility—insights that prove invaluable for businesses at every growth stage.

A Legal Education with Purpose

Recognizing that entrepreneurs needed advisors who understood both legal requirements and business realities, Jonathan strategically pursued legal education to integrate his financial knowledge with formal legal training. His goal wasn't simply to practice law—it was to transform how legal services are delivered to business owners.

After gaining valuable experience at both an innovative legal technology startup and an established corporate law firm, Jonathan discovered that his vision perfectly aligned with the mission of Company Sage and its flagship service, LLC Attorney. The opportunity to combine accessible legal guidance with sophisticated business counsel proved irresistible.

Championing Accessible Legal Expertise

Today, as lead attorney for LLC Attorney and the broader Company Sage family (which includes Wyoming LLC Attorney among its specialized services), Jonathan has transformed the traditional attorney-client relationship. His approach removes unnecessary complexity while ensuring businesses receive the comprehensive guidance they need.

Jonathan is admitted to practice in Colorado and Wyoming, with expertise in business formation across all fifty states. His practice encompasses entity selection, asset protection, compliance management, and strategic legal planning for businesses spanning virtually every industry—from e-commerce entrepreneurs and content creators to real estate investors and traditional retail operations.

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As the principal legal voice of LLC Attorney, Jonathan shares his insights through numerous channels. He hosts the company's YouTube channel, offering clear explanations of complex legal concepts that business owners need to understand. His guest appearances on entrepreneurship podcasts have established him as a respected voice in the business formation space.

Jonathan regularly contributes articles to the LLC Attorney blog, covering topics essential for business owners navigating formation and compliance challenges. His writing combines technical accuracy with practical guidance—a reflection of his commitment to making legal knowledge both accessible and actionable.

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While LLC Attorney's digital platform provides streamlined formation services, Jonathan offers personalized consultations for entrepreneurs seeking tailored legal guidance. Available on an hourly basis without requiring prohibitive retainers, these sessions allow business owners to address specific questions about structure, compliance, contracts, and growth strategies.

What distinguishes Jonathan's consultations is his integrated approach—one that considers not just isolated legal questions but how each decision fits into the broader business context. By bringing together his understanding of operations, finance, and law, Jonathan delivers multi-dimensional advice that helps entrepreneurs build legally sound businesses with strong foundations for growth.

Through his leadership at LLC Attorney, Jonathan Feniak continues to fulfill Company Sage's mission: ensuring that quality legal guidance is accessible to every entrepreneur ready to transform their business vision into reality.

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https://shows.acast.com/the-law-firm-growth-podcast/episodes/building-a-fully-automated-law-practice-with-jonathan-n-feni

https://podcasts.apple.com/us/podcast/280-jonathan-feniak-shield-your-assets-choosing-between/id1521474041?i=1000680664226

https://babyboomer.org/shows/about-that-wallet/280-jonathan-feniak-shield-your-assets-choosing-between-llc-sole-proprietorship/

https://www.rocketdollar.com/resources/webinar-retirement-account-asset-protection

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https://finance.yahoo.com/news/m-millionaire-investor-3-smartest-110119105.html

Jonathan has been featured extensively on podcasts including:
Commercial Real Estate Pro Network
Making Bank with Josh Felber
the Passive Wealth Strategy Show
the Real Estate Syndication Show.