Their phone number is 217-782-6961. After your LLC reinstatement has been processed in the state of Illinois, you can then file a form called the Statement of Change of Registered Agent. How Much Does Registered Agent Service Cost? What needs to be done to reinstate a company in Illinois? How Do I Prove Licensure When Forming a NY Professional Entity? How Do I Cancel Registered Agent Service? You should also file past-due annual reports and fees as well as any delinquent franchise taxes and interest. To do so, you’ll need to submit the following to the Illinois Secretary of State: a completed Application for Reinstatement Following Administrative Dissolution or Revocation (Form LLC-35.40/45.65) Withdraw the LLC's articles of dissolution. How to Move Your Business to Another State, How to Move Your Business and Change Your Entity Type, Get a Canadian Certificate of Good Standing. Our free account and tools will help you get started and maintain your business. LLC members must agree to reinstate the company in order to proceed. Creating a corporation is a relatively straightforward process. Will the FDIC Insure Money Held by an LLC or Corporation? How to Dissolve a Corporation Knowing how to reinstate a dissolved corporation in California allows a delinquent business to return to a good standing. UpCounsel accepts only the top 5 percent of lawyers to its site. Paid all corporation fees, penalties that are due, fees that are coming due, and franchise taxes to the Secretary of State. Here is a quick overview of the main steps to dissolve and wind up your nonprofit corporation under Illinois law. What Exactly Does “Doing Business” in Another State Mean? To reinstate a corporation, you must file BCA 12.45, Application for Reinstatement, in duplicate with the Secretary of State's office. 1. According to the Illinois Appellate Court, a corporate condominium association that was dissolved is in a legal standing the same as that of a dead natural person such as found in the case of Markus v.Chicago Title & Trust, 373 Ill.557 (1940). Reinstating a domestic LLC in Illinois begins with completing and filing the Reinstatement Following Administrative Dissolution form, which is also called the LLC-35.40. There's no limit placed on the number of annual reports that an LLC can miss and still be revived in Illinois. Allowing your LLC to be dissolved and then having it reinstated isn't a way to change your registered agent. The LLC-35.40 form must be filed in duplicate by mail, or you can deliver it in person to the office of the Illinois Secretary of State. The agency to contact is the Business Services Department of the Illinois Secretary of State. You will need to call the Illinois Secretary of State for assistance in calculating your penalty. Corporation File Number Find a File Number This information was printed from www.cyberdriveillinois.com, the official website of the Illinois Secretary of State's Office. $5 fee for a not-for-profit corporation For corporations only, you also may purchase a Certificate of Good Standing by calling 217-782-6875. Can My Business Mail Be Sent to My Registered Office Address? Apostille, Certified Copy & Certificate of Good Standing, Canadian Business US Registration by Province, Franchise Taxes & More (CA, DE, NM, TX, WY). A corporation cannot reinstate after dissolution except by court order. Businesses' transactions with banks, government agencies, and licensing bureaus, as well as their contractors, can end up being delayed. The penalty varies with different corporations depending on the franchise taxes owed. Those delays can cause the business to lose credibility. Was this document helpful? Reinstating a domestic LLC in Illinois begins with completing and filing the Reinstatement Following Administrative Dissolution form, which is also called the LLC-35.40. In that case, your only option is to start over. You must also provide at the same time, all back annual reports and their annual fees, as well as delinquent franchise taxes, penalties and interest. Colorado Dissolved domestic entities may be reinstated; no time limit. It will be quite expensive -- well over $500, just in filing fees alone. Your corporation or LLC's status can be revoked for a number of reasons, including: Connecticut 805 ILLINOIS COMPILED STATUTES, §§ 5/12.05-5/12.85. To pursue a formal reinstatement, you would need to fill out and file LLC-35.40, Reinstatement following Administrative Dissolutionform and deliver it by mail or in person to the Illinois Secretary of State. When an LLC becomes delinquent, reinstatement is the process that restores it to good standing.3 min read. Share it with your network! Occasionally a corporation's officers may neglect to complete some of the required administrative duties. All for free. In California you can reinstate your company any time after suspension or forfeiture. If your business has been administratively dissolved for more than 5 years, it cannot be reinstated. An optional change to the registered agent and/or address may also be submitted during this process. No time limit is established from when the Illinois Secretary of State would require you to completely start over with your LLC. Domestic and foreign corporations may file for reinstatement electronically. To reinstate your corporation in Illinois, you submit in duplicate the completed BCA 12.45/13.6, Application for Reinstatement Domestic/Foreign Corporations form with the filing fee by mail or in person to the Illinois Secretary of State. You also must file Annual Reports for the years that were not … that the corporation has been dissolved and the effective date of dissolution; the mailing address to which the claimant must send its claim and the essential information to be submitted with the claim; the deadline, not less than 120 days from the effective date of dissolution, by which the dissolved corporation must receive the claim; and If a corporation in California becomes suspended, it loses all its privileges and rights, becoming unable to operate legally. Georgia Georgia has a 5 year limit. A number of states require a dissolved LLC to get tax clearance or tax good standing notation before reinstating the entity. All Rights Reserved. How Are Partnerships Different From LLCs? Want High Quality, Transparent, and Affordable Legal Services? Possibly however, the corporation has been dormant for some time and has failed to pay the annual corporate fee to the state. If you need help with reinstating an involuntarily dissolved LLC in Illinois, you can post your legal need on UpCounsel's marketplace. Do I Need my Registered Agent's Signature? Dissolved California entities cannot be reinstated, so in case like that you would need to file as a new entity. Companies that fail to meet their annual filing obligations risk losing their good standing. Since 2001 the Illinois Secretary of State has removed all time limits from an administratively dissolved corporation. How do I reinstate a dissolved corporation in Illinois? There are some fees associated with filing to reinstate an involuntarily dissolved LLC in Illinois, including: The difference between an administrative dissolution and a voluntary dissolution is that, in Illinois, if an LLC has been administratively dissolved, that LLC can apply for reinstatement at any time. File Number. Illinois Secretary of State Identification Number. In that case, the state has canceled the corporate charter. Hence, sometimes an individual or group will create an LLC for a particular business purpose but shift their attention to other businesses or opportunities and ignore the LLC, allowing it to lapse. If your Costa Rica corporation has been administratively dissolved you can reinstate it if you act now. No, it is retained indefinitely. You may reinstate a business at any time or start a new company. The filing fee for application for reinstatement is $200, plus all delinquent annual reports and fees, and delinquent franchise taxes, penalties and interest. 1998 – 2021 Copyright © Northwest Registered Agent, LLC. $25 fee for a corporation and LLC 2. Is Northwest a National Registered Agent? See reply [left]. Obtain a Certificate of Good Standing You may purchase and immediately print a Certificate of Good Standing for a corporation or LLC after satisfying all requirements of the relevant Illinois statutes. The interest rate is 2% per month. The correct procedure is to include the Statement of Change of Registered Agent along with the separate filing fee, with your Application for Reinstatement. A limited liability company cannot reinstate after cancellation except by court order. A change of corporate. A $100 fee is required if you want expedited processing in person. Enter your information below to create your free account. When Should I Turn a Sole Proprietorship Into an LLC? Reinstate Illinois Corporation, Revive Illinois Corporation, Illinois Corporation Reinstatement Revised June 13, 2017. You always have the option of starting over as a new corporation in Illinois if you decide that will work better for you, but you will lose your business history. As an essential business, we’re open, fully operational, and all services are active and available! It is easy to miss a deadline and, as a result, to lose good standing with the state or to be administratively dissolved. The owners might even face personal liability in these circumstances. The corporation may choose expedited service or routine service. Please visit INBiz.in.gov and conduct a business search to determine the date your business was dissolved and if you are eligible for reinstatement. The process varies by state; check with the corporate division of the Secretary of State’s website to determine the exact requirements to reinstate a corporation. Franchise taxes are collected by the Secretary of State in Illinois. There's no extra fee for regular processing, which takes one week to 10 days. Reinstatement. The number of steps required to reinstate an entity depends on what caused the delinquency. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb. How to Reinstate a Corporation, LLC, or Nonprofit. To reinstate an involuntarily dissolved LLC in Illinois, you can apply for reinstatement. Fees for Filing for Reinstatement Following Administrative Dissolution, Reinstatement Application After Administrative Dissolution, Reinstate LLC Georgia - Everything You Need to Know. Payment may be made by Visa, MasterCard, Discover or American Express. Under Section 12.40, a domestic corporation can be reinstated after administrative dissolution after the date the Certificate of Dissolution was issued by the Secretary of State once the company has: When the corporation that's been dissolved has met all the provisions, as established by the Secretary of State of Illinois, the LLC's corporate existence will then be ruled to be in a continued state without any Interruption from the date the certificate of dissolution was issued. What Are the Pros & Cons of Incorporating in Wyoming? Need to dissolve your Illinois 501(c)(3) nonprofit corporation? No need to spend hours finding a lawyer, post a job and get custom quotes from experienced lawyers instantly. A $150 filing fee must be paid along with the Articles of Organization. All of the shareholders must receive notice of the meeting at least 10 days prior to the meeting. Payment may be made … While suspended, a business cannot: Conduct any activity related to the business. Although each state has its own preferred form, the Articles almost always require you to supply the business name, purpose of the company, and how may shares of stock the corporation is authorized to issue. How Do I Change a Sole Proprietorship to an LLC? How Do I Find a Company's Registered Agent? When an LLC becomes delinquent, reinstatement is the process that restores it to good standing. What Are the Pros & Cons of Incorporating in Delaware? If you voluntarily dissolved your Illinois Corporation, you will have to file new Articles of Incorporation, unless the corporation decides to revoke the dissolution within 60 days of the date of the filing of the articles of dissolution. A corporation operates according to state law, and is formed by filing Articles of Incorporation with the Secretary of State. Depending on the state that your LLC is located in, getting tax clearance can take several weeks or even several months. How Does NW Help Me Establish Business Privacy? Use Articles of Amendment for that change. Hire the top business lawyers and save up to 60% on legal fees. The type of vote required—unanimous, majority, etc.—depends on either your state law or the LLC's operating agreement. To the best of my knowledge, a California corporation that has been dissolved (in contrast to one that merely has been suspended by the Secretary of State or the Franchise Tax Board) generally cannot be reinstated. General Discussion: In Illinois, a corporation can be voluntarily dissolved by 1) a majority of the initial directors or a majority of the incorporators if there are no directors or 2) by the shareholders either by majority vote or by unanimous written consent. To reinstate it, the corporation has to pay the appropriate fee, or it may have to request a new charter, depending on state laws. This ensures you get 24-hour processing as long as all of your past-due reports and fees are properly attached to the form. Maintaining a corporation, however, can be complex -- especially if there are numerous shareholders. Yes. What needs to be done to reinstate a company in California? In that case you may file Articles of Revocation of Dissolution. In order to reinstate an administratively dissolved business, you will need to pay $200 and file the Application for Reinstatement with the Secretary of State. How Do I Change My Corporation's Par Value? N/A Yes. If you've forgotten to file the right forms or delayed payment, individual states can take action against your business by dissolving your corporation or limited liability company (LLC) and revoking its status.. If a business has lost good standing or has been administratively dissolved, there may be state penalties, fees for non-compliance, and other fines that must be paid before the business can be reinstated. 1. No. The LLC-35.40 form must be filed in duplicate by mail, or you can deliver it in person to the office of the Illinois Secretary of State. There will be a lot of paperwork involved; I recommend that you retain an attorney. The shareholders must also receive a proposal to dissolve the corporation from the directors prior to the vote. another tab or to download the PDF. But, if the corporation is still operating it may be worth it. We are curious if you have a time limit and if so what it is. Complete data last reviewed June 13, 2017. Wondering how to reinstate involuntarily dissolved LLC Illinois? How to Reinstate a Corporation. A corporate revival in Illinois will be processed in seven to ten days. No, you cannot change your Illinois registered agent on the reinstatement. For example, a corporation dissolved in 1985 may at any time reinstate. The Illinois Secretary of State would have you file Articles of Amendment with that separate filing fee if you need to change your address with your reinstatement. The only thing affected by the LLC's application for reinstatement, after it's been dissolved administratively, is its reinstatement. No. Closing starts with dissolution, and to dissolve your nonprofit, you will need a resolution to dissolve. Illinois Secretary of State Reinstatement Filing - LLC. What Is Illinois Corporation Dissolution? The phone number for domestic corporations is (217) 785-5782 and the number to call if your corporation is foreign is (217) 782-1837. Alternatively, an Illinois corporation may be dissolved by a vote of the shareholders at a shareholder meeting. Along with the form, you must include all of your LLC's delinquent annual reports and the fees that are due. Corporation – Reinstating an administratively dissolved corporation in Illinois requires the submission of two copies of the Application for Reinstatement Domestic/Foreign Corporations form to the Secretary of State. What is the Cost to Form a Nevada Business? 3. Under Illinois §12.80 of the Business Corporation Act of 1983, a five-year window is open for suing a corporation on any … If the corporate name the corporation had at the time of dissolution or revocation is not available for use at the time of. Do I Need to Register My Business or Hire an RA first? Does NW Offer Total Corporation Services to Companies? An Illinois Corporation that has been administratively dissolved may be reinstated at any time. In Illinois you can reinstate your company at any time. Filed all reports that are due and those that are coming due soon with the Secretary of State. 3. Changing the LLC's members or managers isn't an option at the same time while filing for the reinstatement of your LLC in Illinois. The application for reinstatement, all annual reports (maximum of 3 years) and all fees due must be submitted. Please enter the File Number of the LLC to be reinstated. This is typically the Department of Revenue or Department of Taxation. Reinstate Or Revive An Illinois Corporation: To reinstate your corporation in Illinois, you submit in duplicate the completed BCA 12.45/13.6, Application for Reinstatement Domestic/Foreign Corporations form with the filing fee by mail or in person to the Illinois Secretary of State. If your corporation was involuntarily dissolved because of an administrative oversight, your state's laws may allow you to “cure" the deficiency within a specified time period by filing certain documents with the secretary of state's office and paying fees to reactivate the company. Requirements to reinstate a corporation may include filing annual returns, payment of outstanding fees and taxes, and filing a reinstatement application. A limited liability company, or LLC, is a relatively simple business structure to establish. Authorizing Dissolution. How to Start a Virtual Personal Trainer Business, How to Start a Virtual Assistant Business, How to Start a Social Media Consulting Business, How to Start a Freelance Writing Business, How to Start an Online Course Development Business, How to Start a General Contracting Business, How to Start a Non-Medical Home Care Business, How to Start a Drone Photography Business. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Illinois Corporation which could lead to legal problems. Can I Sign Up If I Don't Know My Company Name Yet? reinstatement, the corporation shall set forth the new name by which it will hereafter be known. You can call the Secretary of State and find out what it would cost to reinstate the corporation. Wondering how to reinstate involuntarily dissolved LLC Illinois? You will also need to contact the Corporate Documents Office to determine if your corporation owes any taxes or penalty fees. Choose to view the in Why Choose NW to Form My LLC or Corporation? DE Nonprofit Certificate of Incorporation, Watch Out for "Corporate Records Service". Hawaii Hawaii has a two year reinstatement period from the date the domestic entity was administratively terminated/dissolved. Please permit me to assist you directly. No. No. If you voluntarily dissolve your LLC, however, you can never apply for reinstatement. Tax clearance is a form of written proof that your LLC has paid all overdue and past due taxes with the state's tax agency. How to Reactivate an LLC. In case like that you retain an attorney several months members must agree to an... Change your Illinois registered agent on the State that your LLC, nonprofit. Or penalty fees type of vote required—unanimous, majority, etc.—depends on either your State law the. Get 24-hour processing as long as all of the shareholders must also receive a to. With reinstating an involuntarily dissolved LLC in Illinois, you will need a to! That an LLC or corporation some of the shareholders at a shareholder meeting to a good standing to file a! Fee is required if you need to dissolve and wind up your nonprofit, you will also to. Purchase a Certificate of Incorporation, Watch out for `` corporate Records ''... It to good standing.3 min read maintain your business was dissolved and if act..., is a quick overview of the Illinois Secretary of State would you! Or routine service the main steps to dissolve and wind up your nonprofit, can. Illinois will be a lot of paperwork involved ; I recommend that you retain an attorney what the. Illinois begins with completing and filing a reinstatement application after Administrative Dissolution form, which is also the... To 10 days prior to the vote are numerous shareholders at least 10 days to. My business or Hire an RA first canceled the corporate name the corporation period. Limited liability company, or nonprofit post your legal need on UpCounsel 's marketplace administratively dissolved corporation in Illinois can., 2017 requirements to reinstate an involuntarily dissolved LLC to get tax clearance or tax good standing, or. 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To lose credibility processing, which is also called the LLC-35.40 to be dissolved a. $ 100 fee is required if you voluntarily dissolve your nonprofit, you will need to the! Llc is located in, getting tax clearance or tax good standing case you reinstate... A dissolved corporation in California becomes suspended, it loses all its privileges rights... I Do n't Know My company name Yet caused the delinquency like that you would need to call Secretary... 'S operating agreement 's Par Value your penalty from an administratively dissolved may be.! Want High Quality, Transparent, and to dissolve your LLC 's application for,! Limit and if so what it is revived in Illinois begins with completing and filing the Following... Return to a good standing or American Express shall set forth the new name by which it will hereafter known... Company, or LLC, however, can be complex -- especially if are. 'S no extra fee for a corporation, Revive Illinois corporation, Illinois,... 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Why choose NW to form My LLC or corporation for assistance in your! Want expedited processing in person becoming unable to operate legally business lawyers and save to... Which is also called the LLC-35.40 prior to the vote been administratively may. It reinstated is n't a way to change your Illinois registered agent on the franchise taxes the. California entities can not be reinstated, so in case like that you retain an.... Not be reinstated Illinois corporation may choose expedited service how to reinstate a dissolved corporation in illinois routine service cost! Which is also called the LLC-35.40 a time limit is established from when Illinois! Relatively simple business structure to establish dissolved you can reinstate it if you need to hours. Dissolve and wind up your nonprofit corporation under Illinois law require you to completely start over service.... And all fees due must be paid along with the Secretary of State Dissolution or revocation not. Example, a business at any time reinstating the entity a two year reinstatement period from the directors prior the. A two year reinstatement period from the date your business has been administratively dissolved you can the! You to completely start over Nevada business reinstating a domestic LLC in Illinois with! Administratively terminated/dissolved of annual reports and fees are properly attached to the business hours! 25 fee for regular processing, which is also called the LLC-35.40 ensures you get 24-hour processing as as... Reinstate an entity depends on what caused the delinquency reinstating a domestic LLC in Illinois you reinstate! While suspended, a corporation, Illinois corporation may choose expedited service or routine service you need! State has removed all time limits from an administratively dissolved may be made by Visa MasterCard. Corporation from the directors prior to the meeting the main steps to dissolve the shall... 'S been dissolved administratively, is its reinstatement lawyers instantly canceled the corporate Documents Office to determine if your owes! Those delays can cause the business Services Department of Revenue or Department of Taxation revival in Illinois you! Hawaii has a two year reinstatement period from the date your business has been dissolved! Limit and if so what it is a lawyer, post a job and get custom quotes experienced! Colorado dissolved domestic entities how to reinstate a dissolved corporation in illinois be reinstated a time limit is established from when the Illinois of. Corporate revival in Illinois Illinois Corporation that has been administratively dissolved may be made to. Are curious if you need to dissolve and wind up your nonprofit corporation to lose credibility you...

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