But, if the corporation is still operating it may be worth it. Need to dissolve your Illinois 501(c)(3) nonprofit corporation? How Are Partnerships Different From LLCs? Since 2001 the Illinois Secretary of State has removed all time limits from an administratively dissolved corporation. Maintaining a corporation, however, can be complex -- especially if there are numerous shareholders. The interest rate is 2% per month. 1. Was this document helpful? 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 Does NW Help Me Establish Business Privacy? As an essential business, we’re open, fully operational, and all services are active and available! Illinois Secretary of State Identification Number. 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. The number of steps required to reinstate an entity depends on what caused the delinquency. Creating a corporation is a relatively straightforward process. To reinstate an involuntarily dissolved LLC in Illinois, you can apply for reinstatement. 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 must also provide at the same time, all back annual reports and their annual fees, as well as delinquent franchise taxes, penalties and interest. A corporation operates according to state law, and is formed by filing Articles of Incorporation with the Secretary of State. All for free. The correct procedure is to include the Statement of Change of Registered Agent along with the separate filing fee, with your Application for Reinstatement. 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. Choose to view the in 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. Paid all corporation fees, penalties that are due, fees that are coming due, and franchise taxes to the Secretary of State. A change of corporate. 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. If you voluntarily dissolve your LLC, however, you can never apply for reinstatement. Will the FDIC Insure Money Held by an LLC or Corporation? Wondering how to reinstate involuntarily dissolved LLC Illinois? $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. 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. No, it is retained indefinitely. No time limit is established from when the Illinois Secretary of State would require you to completely start over with your LLC. another tab or to download the PDF. 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. You should also file past-due annual reports and fees as well as any delinquent franchise taxes and interest. The shareholders must also receive a proposal to dissolve the corporation from the directors prior to the vote. 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 In that case you may file Articles of Revocation of Dissolution. The filing fee for application for reinstatement is $200, plus all delinquent annual reports and fees, and delinquent franchise taxes, penalties and interest. How to Reinstate a Corporation, LLC, or Nonprofit. A limited liability company, or LLC, is a relatively simple business structure to establish. Your corporation or LLC's status can be revoked for a number of reasons, including: A corporate revival in Illinois will be processed in seven to ten days. Can I Sign Up If I Don't Know My Company Name Yet? Can My Business Mail Be Sent to My Registered Office Address? reinstatement, the corporation shall set forth the new name by which it will hereafter be known. If your business has been administratively dissolved for more than 5 years, it cannot be reinstated. 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). You will also need to contact the Corporate Documents Office to determine if your corporation owes any taxes or penalty fees. A limited liability company cannot reinstate after cancellation except by court order. Here is a quick overview of the main steps to dissolve and wind up your nonprofit corporation under Illinois law. 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. 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. Payment may be made by Visa, MasterCard, Discover or American Express. Under Illinois §12.80 of the Business Corporation Act of 1983, a five-year window is open for suing a corporation on any … How to Reinstate a Corporation. 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. Apostille, Certified Copy & Certificate of Good Standing, Canadian Business US Registration by Province, Franchise Taxes & More (CA, DE, NM, TX, WY). 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. Requirements to reinstate a corporation may include filing annual returns, payment of outstanding fees and taxes, and filing a reinstatement application. There will be a lot of paperwork involved; I recommend that you retain an attorney. A number of states require a dissolved LLC to get tax clearance or tax good standing notation before reinstating the entity. You may reinstate a business at any time or start a new company. The penalty varies with different corporations depending on the franchise taxes owed. 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. You also must file Annual Reports for the years that were not … How Do I Cancel Registered Agent Service? Alternatively, an Illinois corporation may be dissolved by a vote of the shareholders at a shareholder meeting. Reinstate Illinois Corporation, Revive Illinois Corporation, Illinois Corporation Reinstatement Revised June 13, 2017. 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. 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.. In California you can reinstate your company any time after suspension or forfeiture. The corporation may choose expedited service or routine service. Those delays can cause the business to lose credibility. It is easy to miss a deadline and, as a result, to lose good standing with the state or to be administratively dissolved. In Illinois you can reinstate your company at any time. Complete data last reviewed June 13, 2017. See reply [left]. There's no extra fee for regular processing, which takes one week to 10 days. Possibly however, the corporation has been dormant for some time and has failed to pay the annual corporate fee to the state. 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. 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. Want High Quality, Transparent, and Affordable Legal Services? Authorizing Dissolution. LLC members must agree to reinstate the company in order to proceed. $25 fee for a corporation and LLC 2. No. The only thing affected by the LLC's application for reinstatement, after it's been dissolved administratively, is its reinstatement. Occasionally a corporation's officers may neglect to complete some of the required administrative duties. If your Costa Rica corporation has been administratively dissolved you can reinstate it if you act now. Allowing your LLC to be dissolved and then having it reinstated isn't a way to change your registered agent. While suspended, a business cannot: Conduct any activity related to the business. What needs to be done to reinstate a company in Illinois? In that case, the state has canceled the corporate charter. All of the shareholders must receive notice of the meeting at least 10 days prior to the meeting. How do I reinstate a dissolved corporation in Illinois? Reinstatement. How to Dissolve a Corporation All Rights Reserved. Use Articles of Amendment for that change. When an LLC becomes delinquent, reinstatement is the process that restores it to good standing. We are curious if you have a time limit and if so what it is. 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. DE Nonprofit Certificate of Incorporation, Watch Out for "Corporate Records Service". Hire the top business lawyers and save up to 60% on legal fees. N/A Yes. Is Northwest a National Registered Agent? Fees for Filing for Reinstatement Following Administrative Dissolution, Reinstatement Application After Administrative Dissolution, Reinstate LLC Georgia - Everything You Need to Know. 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) 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. When Should I Turn a Sole Proprietorship Into an LLC? The type of vote required—unanimous, majority, etc.—depends on either your state law or the LLC's operating agreement. 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. When an LLC becomes delinquent, reinstatement is the process that restores it to good standing.3 min read. You will need to call the Illinois Secretary of State for assistance in calculating your penalty. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Illinois Corporation which could lead to legal problems. UpCounsel accepts only the top 5 percent of lawyers to its site. What Exactly Does “Doing Business” in Another State Mean? Georgia Georgia has a 5 year limit. 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. 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? If the corporate name the corporation had at the time of dissolution or revocation is not available for use at the time of. How Much Does Registered Agent Service Cost? No, you cannot change your Illinois registered agent on the reinstatement. What needs to be done to reinstate a company in California? 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. This is typically the Department of Revenue or Department of Taxation. Along with the form, you must include all of your LLC's delinquent annual reports and the fees that are due. Knowing how to reinstate a dissolved corporation in California allows a delinquent business to return to a good standing. Yes. The application for reinstatement, all annual reports (maximum of 3 years) and all fees due must be submitted. No. Enter your information below to create your free account. The owners might even face personal liability in these circumstances. How Do I Change a Sole Proprietorship to an LLC? A $100 fee is required if you want expedited processing in person. How Do I Prove Licensure When Forming a NY Professional Entity? How to Reactivate an LLC. Depending on the state that your LLC is located in, getting tax clearance can take several weeks or even several months. Does NW Offer Total Corporation Services to Companies? Domestic and foreign corporations may file for reinstatement electronically. Franchise taxes are collected by the Secretary of State in Illinois. For example, a corporation dissolved in 1985 may at any time reinstate. The phone number for domestic corporations is (217) 785-5782 and the number to call if your corporation is foreign is (217) 782-1837. Filed all reports that are due and those that are coming due soon with the Secretary of State. 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. How Do I Find a Company's Registered Agent? 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. It will be quite expensive -- well over $500, just in filing fees alone. Colorado Dissolved domestic entities may be reinstated; no time limit. Withdraw the LLC's articles of dissolution. 3. What Are the Pros & Cons of Incorporating in Wyoming? Share it with your network! 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. Wondering how to reinstate involuntarily dissolved LLC Illinois? 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. Our free account and tools will help you get started and maintain your business. To reinstate a corporation, you must file BCA 12.45, Application for Reinstatement, in duplicate with the Secretary of State's office. How Do I Change My Corporation's Par Value? 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. What Are the Pros & Cons of Incorporating in Delaware? The agency to contact is the Business Services Department of the Illinois Secretary of State. Businesses' transactions with banks, government agencies, and licensing bureaus, as well as their contractors, can end up being delayed. No. 1. Connecticut 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. 805 ILLINOIS COMPILED STATUTES, §§ 5/12.05-5/12.85. Please permit me to assist you directly. 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. No. To reinstate it, the corporation has to pay the appropriate fee, or it may have to request a new charter, depending on state laws. Please enter the File Number of the LLC to be reinstated. In that case, your only option is to start over. You can call the Secretary of State and find out what it would cost to reinstate the corporation. 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Only, you must include all of your past-due reports and fees as well as their contractors can! Corporation reinstatement Revised June 13, 2017 min read taxes or penalty fees RA first be. Except by court order if the corporate name the corporation is still operating it may be reinstated, so case!, MasterCard, Discover or American Express Copyright © Northwest registered agent, LLC ( 3 ) nonprofit under!