REINSTATE A DELAWARE LLC COMPLETE GUIDE

Why do I reinstate my company?

If your certificate of formation has been cancelled or the privileges of an LLC has been forfeited then Delaware reinstatement LLC is the only option 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 limited liability company resigns then the LLC as well as the agent has to inform the secretary of the state regarding the resignation. If the said Delaware LLC 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 “certificate of formation” of such an LLC as cancelled pursuant to 2 DE Code § 18-104 (d) and 2 DE Code § 18-1108 (2014 through 146th Gen Ass).
• If a foreign or domestic limited liability company fails file the franchise tax of $300 pursuant to 2 DE Code § 18-1107 (2014 through 146th Gen Ass) by the due date of by June 1st every year, you will incur a late fee penalty of $200. If the LLC is still unable to file the franchise tax along with penalties then the certificate of formation will become void and the LLC will lose is good standing. In such a scenario, you will need to file for Delaware secretary of state reinstatement.

The important question here is whether there is a process to initiate Delaware reinstatement LLC after its certificate of formation or application for registration as a foreign limited liability has been cancelled.

How to reinstate my Delaware LLC?

How do you proceed with Delaware reinstatement LLC? The procedure for reinstatement is as follows:

• You will have to file a “Certificate of Revival – Limited Liability Company” in accordance with 2014 Delaware Code, Chapter 18 of the Limited Liability Company Act of the State of Delaware. In order to facilitate Delaware secretary of state reinstatement, you will have to file franchise tax along with all penalties, fee, and interest accrued since the day of the cancellation of the LLC registration.
• The certificate of formation or application for registration as a foreign limited liability can be cancelled due to failure to maintain a registered agent or hire a new agent post resignation of existing agent. In such a scenario, Delaware reinstatement is possible through submission of the Certificate of Revival along with the “Certificate of Amendment – Changing Only the Registered Office/Agent of Limited Liability Company” pursuant to Section 18-202 and 18-1105 (a) (11) of the Limited Liability Company Act of the State of Delaware. The forms have to be submitted with the office of Delaware Division of Corporations

Note: You can reinstate your LLC at any time by simply following any of the above depending on the reason for cancellation of LLC.

IncParadise as your Registered Agent can help you to file Certificate of Revival in Delaware!

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

Yes, you can change your registered agent at the time of Delaware reinstatement pursuant to 2 DE Code § 18-104 (2014 through 146th Gen Ass).

IncParadise is one of the top and most reliable registered agents in the state of Delaware and we can help you with the process of Delaware reinstatement LLC. 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 Clearance or Tax Good Standing certificate for Limited Liability Companies. This certificate has to be obtained by an LLC prior to Delaware reinstatement LLC so that the business entity enjoys a good standing in the state.

If you have already filed the Delaware Tax Status Compliance Certificate, then after filing the franchise tax along with penalties and interest, the “Certificate of Revival – Limited Liability Company” will be processed in two to three weeks. You can also opt for an expedited service.