REINSTATE A DELAWARE CORPORATION COMPELTE GUIDE
What is reinstatement and why a Delaware reinstatement corporation required? A Delaware Corporation will require reinstatement only if it’s certificate of incorporation has been forfeited by the secretary of state. A business corporation in the state of Delaware can be administratively dissolved due to several reasons including the inability or failure to maintain a registered agent in the state.
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.
How to reinstate my Wyoming Corporation?
Is there a process for Delaware Reinstatement for a business corporation? The procedure for reinstatement is:
- A certificate of revival has to be filed by authority of the board of directors or the members representing the governing body of the forfeited corporation in accordance with 8 DE Code § 312 (2017) subsection (h). The corporation will also have to submit the annual report along with fee and pay all franchise taxes along with penalties and interest accrued since the time its certificate of incorporation became void or forfeited pursuant to 8 DE Code § 277 (2016).
- In order to initiate Delaware secretary of state reinstatement, the corporation has to appoint a registered agent prior to filing of Certificate of Renewal and Revival for a Forfeited Exempt Corporation pursuant to 8 DE Code § 136 (2017). The certificate has to be filed with the Delaware Division of Corporations.
Note: It is important to understand that Delaware reinstatement will not be possible after a period of 2 years since the effective date of the certificate of incorporation becoming void or forfeited.
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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.
IncParadise is one of the most reputable and top registered agents in the state of Delaware and we can help you with Delaware reinstatement corporation with ease. You can check our services here.
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.
How IncParadise help you?
The Secretary of State can forfeit the certificate of incorporation or certificate of authority of domestic and foreign corporations, which will put your company in a “not good standing” status with the state. This can hamper business transactions and processes severely. IncParadise, as your registered agent in the state can help you with Delaware reinstatement corporation and regain your “good standing status” in the following ways:
- Identify the reason for forfeit: We at IncParadise will help you to identify the reason why your company has lost its rights, franchises, and privileges in Delaware. This will help us to pinpoint the solution and what needs to be done e.g., if your company has failed to file the annual report or franchise tax then IncParadise will help you with preparing the report or help calculate the franchise tax for filing first.
- Reinstatement Forms: Once, the reason for forfeit or revocation has been identified and addressed, we will help you file the correct Delaware secretary of state reinstatement form, which is the Certificate of Revival of Charter for an Exempt Forfeited Corporation.
- Examine and Submit: We will ensure that the Reinstatement Form filled by you is well examined and ready for submission along with the prescribed fee. We will also submit the form with the Delaware Division of Corporations.
- Reinstatement: We will notify you or provide you with a file stamped copy of the Certificate of Revival of Charter.
Revive your Delaware Corporation today at just $89.00
+ State fees/Annual Fees!