How do I reinstate a dissolved LLC?

October 29, 2026
Short answer

You file the state's reinstatement form, bring every missed annual report and fee up to date, and name a registered agent if yours lapsed. Each state has its own form, fees and time limit, so act quickly. Delaware calls the process a certificate of revival.

Why states dissolve LLCs

A state dissolves an LLC administratively when it misses an annual report, does not pay a state tax or fee, or has no registered agent on file. Many non-US owners only find out when a bank or Stripe asks for a certificate of good standing and the state won't issue one.

The four states we form in

In Wyoming, you file an application for reinstatement with the Secretary of State and pay the missed annual report license taxes. You have two years from the date of dissolution to apply. After that, the usual route is forming a new LLC.

Delaware LLCs that skip Delaware's $400 state annual franchise tax lose good standing and can become void. You revive the LLC with a certificate of revival and pay the missed tax plus a $200 penalty and 1.5% interest per month on the tax and penalty.

New Mexico has no annual report for LLCs, so dissolution there is rare. It usually follows a lapsed registered agent.

In Florida, an LLC that misses its May 1 annual report deadline is dissolved later in the year. You reinstate on Sunbiz by filing the reinstatement form and the past-due reports and fees.

How to avoid it

Keep a registered agent who forwards state mail, and put each annual deadline in your calendar. Our LLC renewal guide lists the dates.

What to do next

Never miss a state filing

Our annual plan files your state report for you and includes your registered agent.

See the annual planQuestions first? hello@startfleet.io