How do I reinstate my company?

Managing a business is never the easiest thing and even the smallest mistake like missing a deadline or failing to deliver an important business document like the annual list in the state of Nevada can prove to be costly. Failure to file relevant documents with the Secretary of State can lead to businesses being put in the “revoked status” list. Being in this list can have an adverse effect on the performance of the business and also on the clients the business caters to.

Is there a way out? Yes, you can reinstate a Nevada Corporation but prior to that you need to understand what are different business statuses in the state and so you will have to identify which status your business requires you to reinstate under.

The Default Status

A Nevada Corporation can be termed as having default status if it has failed to submit its annual list or annual report or has been unable to pay state fees by the due date. According to NRS 78.170, if any corporation in the state of Nevada that is required to file as well as pay the fee pursuant to NRS 78.150 to 78.185, inclusive, neglects or refuses to do so within the due date, it shall be deemed to be in default. As a result, a corporation will lose the corporate protection it enjoys in Nevada and such a corporation will be required to pay the fee and penalty to get “active status”.

The Revoked Status

If your Nevada corporation fails to file their annual report along with the fee for a period of one year as prescribed by NRS 78.150 then the business license or “good standing” status will be revoked. If a corporation fails to comply with requirements prescribed in NRS 78.152 – subsection 3, the Secretary of State can take any action deemed necessary and this includes the suspension or revocation of the corporate charter. In such a scenario, your Nevada Corporation will not be able to conduct business in the state and this may severely hamper overall growth of the business. Hence, it is important to apply for Nevada secretary of state reinstatement as soon as possible so that your business is back in “good standing” with the state and you can start conducting transactions with immediate effect.

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

Yes, you can change your registered agent at the time of Nevada reinstatement pursuant to NRS 77.340. You will have to file the “Statement of Change of Registered Agent by Entity” as a separate form or as a part of the “Certificate of Reinstatement” form.

IncParadise is one of the reputable and top registered agents in the state of Nevada and we can help you reinstate your Nevada Corporation with ease.

Tax Clearance or Tax Good Standing before reinstating

There are several states in the USA that requires businesses to obtain a “Tax Good Standing” or “Tax Clearance” certificate prior to filing for a Nevada reinstatement. In the state of Nevada, it is known as a Tax Status Compliance Certificate or simply a Tax Compliance Certificate. This certificate is issued by the Nevada Department of Taxation to a Corporation, LLC or a Sole Proprietorship that meets its Nevada tax obligations.

You are probably wondering what a Tax Compliance Certificate really is. It is a written evidence of the fact that your business entity has cleared any or all taxes overdue by filing for the same with the Department of Taxation or Department of Revenue. It is also known by many names such as Nevada Certificate of Good Standing, Nevada Tax Status Letter, or Nevada Tax Clearance Certificate.

You have to get this certificate before filing to reinstate Nevada Corporation and you will require the following:

• A Domestic or Foreign business entity must be registered as a legal entity with the Secretary of State – Nevada
• The Nevada Corporation in question should have paid all types of Nevada state taxes as well as any outstanding fee or penalty.
• The Nevada Corporation should not be in default or on the suspended list of businesses

Once you apply for a Nevada Tax Clearance Certificate, the process can take from weeks to months but we at IncParadise can help in speeding up the process by contacting the Nevada Department of Taxation on your behalf.

Why do I reinstate my company?

Once your company is administratively dissolved, you have to reinstate Wyoming Corporation but it is important to know why or what are the reasons that can lead to such a situation. According to WY Stat § 17-16-1420 (2014), the grounds for administrative dissolution are:

• If a business corporation is unable to submit its annual report also known as “Annual Report License Tax” pursuant to W.S. 17-16-1630 with the office of the secretary of state when it is due.
• If a business corporation does not maintain a registered agent or a registered office in this state pursuant to 2015 Wyoming Code, WY Stat § 17-16-501 (1997 through Reg Sess)
• If a business corporation fails to notify the secretary of state within a period of 30 days that their registered agent or registered office has changed or if their registered agent has resigned.
• If the business has provided fraudulent or incorrect information to the secretary of state during business registration
• The corporation has failed to pay any penalties imposed under W.S. 17-28-109 or provide records to their registered agent pursuant to W.S. 17-28-107

The big question – is there a process to reinstate Wyoming Corporation after it has been administratively dissolved?

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

You will not be able to change your registered agent at the time of the reinstatement but you can change your registered agent prior to Wyoming reinstatement by filing the “Change of an Entity’s Registered Agent and Office” application pursuant to W.S. 17-28-101 through W.S. 17-28-111.

IncParadise is one of the reputable and top registered agents in the state of Wyoming and we can help you reinstate Wyoming Corporation with ease. You can check our services here.

Tax Clearance or Tax Good Standing before reinstating

There are several states in the USA that require a tax clearance or tax good standing certificate while filing for company reinstatement. If you are planning to reinstate Wyoming Corporation, you have to ensure that you have already filed the “Tax Status Compliance Certificate” also known as Tax Compliance Certificate with the Wyoming Department of Revenue.

If you have already filed the Wyoming Tax Status Compliance Certificate, then after filing the annual report or pending fees, Wyoming reinstatement will be processed in one week’s time.

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.

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.

Why do I reinstate my company?

The essence of California reinstatement lies in the fact that if your business license gets revoked or if the Secretary of State – Business Programs Division finds a business to be in default; your business will not only lose its good standing but also forfeit its corporate powers and privileges in the state.

In order to reinstate California Corporation, you will have to identify the situation in which you need to reinstate.

• Civil Penalties: A business corporation according to CA Corp Code § 2207 (2016) can be liable to pay civil penalties not exceeding $1,000,000 (one million dollars) due to several reasons including if a corporation shows that its shares of stock are materially greater or materially less than the apparent market value. In such a case, the business will be fined but you will not require California reinstatement.
• Suspended or Forfeited: A domestic entity can be suspended and a foreign corporation can be forfeited by the Secretary of State and/or the Franchise Tax Board if the business was unable to file franchise tax or submit the required Statement of Information report annually pursuant to CA Corp Code § 2206 (2016) and CA Corp Code § 2205 (2016). If your business entity has been suspended or forfeited then you will need to reinstate California Corporation.

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

Yes, you can change your registered agent at the time of California reinstatement pursuant to California Code, Corporations Code – CORP § 17701.13 and 2007 California Corporations Code Chapter 17-Service Of Process (corp: 1700-1702).

IncParadise is one of the reputable and top registered agents in the state of California and we can help you reinstate California Corporation with ease. You can check our services here.

Tax Clearance or Tax Good Standing before reinstating

Several states require a tax clearance or tax good standing certificate while filing for company reinstatement. If you are planning to reinstate California Corporation, you will be required to file a “Tax Status Compliance Certificate”, which is also known as an “Entity Status Letter”. This letter is issued by the California Franchise Tax Board (FTB) to corporations that have met all their tax obligations in the state.

The California Tax Status Compliance Certificate will be issued by FTB to a company if they meet the following requirements:

• A Domestic or Foreign business entity must be registered as a legal entity with the Secretary of State – California
• The California Corporation in question should have paid all types of California state taxes as well as any outstanding fee or penalty.
• The California Corporation should not be in a default or suspended list of businesses

Once you apply for a California Tax Status Compliance Certificate, the processing time can vary from a few weeks to almost a month. We at IncParadise can help in speeding up the process by communicating directly with the California Franchise Tax Board (FTB) on your behalf.

How do I reinstate my company?

Setting up a business in the state of Nevada and keeping it in the “Good Standing” list by maintaining compliance is one of the toughest processes for any business. That is not all, it is an ongoing process because a single mistake like late filing of documents or taxes or fee can lead to dissolution of the business. Once the business license is revoked, it will affect the overall growth of the business.

The big question is – Can a limited liability company get past the dissolution? Yes. This is possible through Nevada secretary of state reinstatement but prior to that you need to identify the different situations that can put a business in the “Not Good Standing” list and which situation requires your business to opt for reinstatement.

The Default Status

A Nevada limited-liability company that fails to file and pay the fee prescribed in NRS 86.263 and 86.264 along with their articles of organization within the stipulated time is in default. An LLC is also required to submit an initial list along with the prescribed fee required by subsection 1 and annual list required by subsection 2 of the NRS 86.263 accompanied by a declaration under penalty of perjury that it has complied with the provisions of chapter 76. If the said LLC fails to submit the lists along with the fee then the Nevada Secretary of State shall deem the limited liability company to be in default. As a result, such an LLC will be required to pay the fee and penalty to get their “active status”.

The Revoked Status

If your Nevada LLC fails to file their initial list or annual list along with the fee for a period of one year as prescribed by NRS 86.272 then the business license or “good standing” status will be revoked. If an LLC fails to comply with the requirements prescribed in NRS 86.274, the Secretary of State can take any action deemed necessary and this includes the suspension or revocation of the business license. In such a scenario, your Nevada LLC will not be able to conduct business in the state. Hence, it is important to apply for Nevada secretary of state reinstatement as soon as possible so that your business is back in “good standing” with the state. This way, you can start conducting transactions with immediate effect.

How to reinstate my Nevada LLC?

If your business license has been revoked or the right to transact business is forfeited, how can you reinstate Nevada LLC? It is important to know that a domestic LLC in the state can be reinstated if specific documents are submitted or fees are filed pursuant to NV Rev Stat § 86.276 (2017) with the secretary of state. In order to reinstate, you will have to follow the procedure mentioned below:

Nevada secretary of state reinstatement of any limited liability company that has forfeited their right to transact business in the state will ensure that the said LLC has the right to carry on business in this state and is able to exercise its immunities and privileges, if the business files the following with the Secretary of State:

• A list as required by NRS 86.263, which consists of the name of the limited liability company, file number, names and titles of all of its managers, address, either residence or business, and signature of a manager among others.
• A statement as required by NRS 86.264 i.e., additional filing requirements for certain companies if applicable
• Information required pursuant to NRS 77.310 (Appointment of registered agent)
• A declaration under penalty of perjury, on a form that is being provided by the Secretary of State. It states that a reinstatement has been authorized by a court of competent jurisdiction in Nevada

In order to reinstate Nevada LLC, the business entity in question has to pay to the Secretary of State:

• The filing fee and penalty as set forth in NRS 86.263 and 86.272 for each year when it failed to file the required annual list in a timely manner
• The fee set forth in NRS 86.264, if applicable.
• A fee of $300 for reinstatement

The filings can be submitted at the office of the Secretary of State by mail, through fax, and in person along with the applicable fee and penalty. It has to be mailed to the Secretary of State, Status Division, 202 North Carson Street, Carson City NV 89701-4201. Fax: 775-684-7123

Note: If the charter of a business entity has been revoked pursuant to the provisions of NV Rev Stat § 86.276 (2017) and has remained revoked for a period of 5 consecutive years then the charter cannot be reinstated.

IncParadise can file the same for you

How do you revive a Nevada LLC? It is important to know that except as otherwise provided in NRS 86.246 NRS (Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers) or NRS 86.278 (Defaulting companies – Reinstatement under old or new name – regulations), an LLC can apply for renewal or revival pursuant to NV Rev Stat § 86.580 (2013) and this dates back back to the date on which the LLC’s charter was revoked. It will then be renewed or revived as if the limited-liability company’s charter and right to transact business had never been revoked in the first place.

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

Yes, you can change your registered agent at the time of Nevada reinstatement pursuant to NRS 77.340 – Model Registered Agents Act. You will have to file the “Statement of Change of Registered Agent by Entity” form as a separate form or as part of the “Certificate of Reinstatement” form.

IncParadise is one of the reputable and top registered agents in the state of Nevada and we can help you reinstate Nevada LLC with ease.

Tax Clearance or Tax Good Standing before reinstating

There are several states in the USA that requires businesses to obtain a “Tax Good Standing” or “Tax Clearance” certificate prior to filing for a Nevada reinstatement. In the state of Nevada, it is known as a Tax Clearance Certificate or simply a Certificate of Good Standing. This certificate is issued by the Nevada Department of Taxation to an LLC, Corporation, or a Sole Proprietorship that meets its Nevada tax obligations.

You will be required to obtain this certificate prior to filing to reinstate you Nevada LLC.

You have to get this certificate before filing to reinstate your Nevada Corporation and you will need the following:

• A Domestic or Foreign business entity should be registered as a legal entity with the Nevada Secretary of State
• The Nevada LLC in question should have paid the Nevada state taxes as well as any outstanding fee or penalty.
• The Nevada LLC should not be in a default or on the list of suspended businesses

Once you apply for a Nevada Tax Clearance Certificate, the process can take from weeks to months but we at IncParadise can help in speeding up the process by contacting the Nevada Department of Taxation on your behalf.

Once you receive your Articles of Incorporation you should do following steps:

We wish you a lot of success in your new business!