REINSTATE A DELAWARE CORPORATION COMPELTE GUIDE

Why do I reinstate my company?

If your company is administratively dissolved or its privileges forfeited then you will be required to apply for Delaware reinstatement corporation but it is important to know why or what are the reasons that can lead to such a situation. The reasons may be one or all of the following:

• If the registered agent of a corporation resigns then a corporation as well as the agent has to inform the secretary of the state regarding the resignation. If the said Delaware corporation fails to designate a new registered agent prior to the expiration period of 30 days from the date of the filing of resignation by the registered agent then the Secretary of State shall declare the charter of such corporation as forfeited pursuant to 8 DE Code § 136 (2017).
• If a foreign or domestic business corporation fails or neglects the filing of the annual report as required by 8 DE Code § 374 (2017) then Secretary of State may investigate the reasons and has the power to terminate the right of a foreign corporation to do business in Delaware pursuant to 8 DE Code § 375 (2017). In such a scenario, you will need to file for Delaware secretary of state reinstatement by submitting the annual report within a period of 2 years.
• If a business corporation fails to file Franchise Tax with the office of the secretary of state when it is due then its charter may get cancelled or terminated.

The important question here is whether there is a process for Delaware reinstatement corporation after it has been forfeited.

Can I change my Registered Agent at the time of reinstatement?

The Secretary of State can declare the charter of a corporation to be forfeited if they fail to maintain a registered agent or are unable to nominate one, if their existing agent resigns. Hence, it is extremely important to appoint a registered agent prior to applying for a Delaware reinstatement.

Note: A business corporation has to file a new agent change form prior to the expiration of the period of 30 days since the resignation of the agent pursuant to 8 DE Code § 136 (2017) in order to prevent forfeit.

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Tax Clearance or Tax Good Standing before reinstating

The Delaware Division of Revenue (DOR) is responsible for issuing “Certificates of Tax Clearance” also known as Tax Status Compliance Certificate for corporate as well as personal income tax. In order to have a good standing in the state and to prevent or simplify the process of Delaware reinstatement, a business corporation needs to apply for and obtain a tax clearance certificate. All business entities in the state need to have the Tax Clearance Certificate prior to applying for reinstatement.

If you have already filed the Delaware Tax Status Compliance Certificate, then after filing the annual report or franchise tax along with fee accrued, penalties and interest, Delaware secretary of state reinstatement, the certificate of renewal or revival of charter will be processed in two to three weeks. You can also opt for an expedited service.