If your Delaware LLC has fallen into disrepute (for example by failing to file annual reports), formal paperwork with the State can help revive it and pay any outstanding taxes due.
Formally dissolving your LLC requires following the guidelines outlined in its operating agreement, such as holding a meeting to vote on it and documenting your decision in minutes or on written consent forms.
Revive Your LLC
Failure to pay state franchise taxes by June 1st annually, will see an LLC enter bad standing within Delaware. Another major cause may include failing to assign or update their registered agent as soon as required by state statute.
An LLC may easily be revived by filing a Certificate of Revival with the State of Delaware. This form requires basic information about the LLC such as its name, address, and incorporation date.
Additionally, LLC members will need to formally wind down and distribute its assets so that the LLC can be officially dissolved in Delaware and cease paying an annual franchise tax bill.
Revive Your Company’s Name
Delaware does not mandate that LLCs maintain a specific physical address in order to conduct business in its borders; however, depending on their industry and location requirements they may need additional licenses and permits from county or city entities, and fees vary accordingly.
An LLC that fails to file its annual report and pay franchise tax for two consecutive years will fall out of good standing with the state, forcing it to file a Certificate of Revival along with paying any back franchise taxes, interest, and penalties due.
Registered agents can assist companies that are in danger of falling out of good standing by tracking down outstanding annual franchise taxes, preparing necessary legal documents and filing them with the state. It often costs less to revive an entity than to dissolve and establish new one from scratch.
Revive Your Company’s Registered Agent
If your Delaware corporation or LLC has fallen out of good standing with the state, don’t despair: it can still be restored easily. Businesses often fall into disfavor when they fail to file annual reports and pay franchise taxes or do not have a registered agent in Delaware.
When this occurs, the state may involuntarily dissolve your company; you can reverse this action by filing a Certificate of Revival with the Division of Corporations. While this process could take up to eight weeks for completion, if you pay the state’s $75 expedite fee it can move more quickly.
Your Delaware Registered Agent can also be altered at any time simply by filing a Certificate of Change with the Division of Corporations. A trusted registered agent will help your business maintain momentum by handling time-sensitive documents and notifying you when important changes arise, freeing you to focus on expanding its reach and increasing revenues. Furthermore, Delaware registered agents offer privacy protection by keeping their address off public records.
Revive Your Company’s Address
Keep in mind that Delaware laws are complex when considering dissolving a corporation or LLC, making legal advice essential in making plans to liquidate company assets. A Delaware lawyer can help provide guidance when planning for company dissolution.
Before reestablishing your company in Delaware, it is imperative that all outstanding business debts and obligations have been satisfied, such as accounts payable and loan or credit card balances. Furthermore, all company accounts should be closed out.
If your franchise tax fee goes unpaid for two consecutive years, Delaware may consider your company “void.” In order to revive such an entity in Delaware, filing a Certificate of Revival and paying any filing fees and back taxes due must also be included along with a Filing Cover Memo; then submit it for review and either approval or denial by the state.
