Delaware LLC Reinstatement
If your Delaware LLC has become inactive or fallen into a void status due to nonpayment of franchise taxes or failure to file annual reports, you can bring it back to good standing through a reinstatement process.
The Delaware Division of Corporations allows LLCs to reinstate after lapsing, but only after clearing all outstanding taxes, penalties, and fees.
This guide explains how to complete a Delaware LLC reinstatement in 2025, including the steps, costs, and compliance requirements.
Step 1: What Causes a Delaware LLC to Lapse
An LLC in Delaware becomes void or inactive when it fails to meet its legal obligations under the Delaware Limited Liability Company Act (Title 6, Chapter 18).
Common causes include:
- Failure to pay the annual franchise tax by June 1.
- Nonpayment of penalties or interest on overdue taxes.
- Failure to maintain a registered agent in Delaware.
- Failure to file required documents with the Division of Corporations.
Example:
If your LLC missed franchise tax payments for 2022 through 2024, the state will mark it as void until all past dues are settled.
Step 2: Check Your LLC Status
Before reinstating, verify your LLC’s current status on the Delaware Division of Corporations Entity Search portal.
You will see one of the following:
- Good Standing: No action needed.
- Void: Franchise tax unpaid or agent inactive.
- Cancelled: Requires new formation rather than reinstatement.
Action Tip:
Only LLCs marked as void or inactive can be reinstated. If the LLC has been cancelled, you must form a new entity.
Step 3: Calculate Outstanding Taxes and Penalties
To reinstate, you must pay:
- All unpaid franchise taxes ($300 per year).
- Penalty of $200 for each delinquent year.
- Interest of 1.5 percent per month on the unpaid balance.
Example:
If your LLC failed to pay for 2023 and 2024, your total amount due will be:
- $600 franchise tax ($300 × 2 years)
- $400 in penalties ($200 × 2 years)
- Additional interest based on delinquency duration
Total payable amount will exceed $1,000 before reinstatement is approved.
Step 4: File the Certificate of Revival
The formal document to reinstate your LLC is called the Certificate of Revival under Delaware Code Title 6, §18-1109.
Required Information:
- LLC name and file number
- Date of formation
- Statement that the cause for void status has been corrected
- Signature of an authorized member or manager
Filing Fee: $200 payable to the Delaware Secretary of State.
Where to File:
Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901
You can also submit the form online via the Division of Corporations filing portal.
Step 5: Reinstate Your Registered Agent
All Delaware LLCs must maintain an active registered agent located in Delaware.
If your previous agent resigned or became inactive, appoint a new one before filing the Certificate of Revival.
Registered Agent Requirements:
- Must have a physical Delaware address
- Must be authorized to receive legal documents on behalf of the LLC
Without a registered agent, your reinstatement filing will be rejected.
Step 6: Receive the Certificate of Revival
Once your reinstatement application is processed and all taxes are cleared, the Delaware Division of Corporations will issue a Certificate of Revival confirming that your LLC has been restored to good standing.
Processing time typically ranges from 3 to 10 business days depending on the method of filing.
Keep this document as official proof of reinstatement for banks, contracts, and future filings.
Step 7: Update IRS and Business Records
After your Delaware LLC is reinstated:
- Notify the Internal Revenue Service (IRS) to ensure your EIN remains valid.
- Update your status with any licensing authorities or banks.
- Reinstate your Delaware business license with the Division of Revenue if it was suspended.
Maintaining accurate records ensures your entity remains active and avoids future lapses.
Step 8: Prevent Future Lapses
To avoid repeating the process:
- Pay the annual $300 franchise tax by June 1 each year.
- Keep your registered agent information updated.
- Maintain accurate compliance records and reminders for deadlines.
- File all tax and information forms promptly with the state and the IRS.
Using automated accounting and compliance tracking software can help prevent future delinquencies.
Conclusion
A Delaware LLC reinstatement restores your entity’s legal and operational status after losing good standing due to missed tax or compliance obligations.
By paying overdue franchise taxes, filing the Certificate of Revival, and updating your records, your LLC can resume normal operations without penalties or legal complications.
Timely action and proper guidance help protect your business and reputation in 2025.
Call to Action
For assistance with Delaware LLC reinstatement, tax payment calculations, or compliance filing, contact Anshul Goyal, CPA EA FCA, a U.S.-licensed Certified Public Accountant, Enrolled Agent authorized to practice before the IRS, and cross-border tax expert assisting Delaware LLC owners with reinstatement and ongoing compliance.
Disclaimer
This article is for informational purposes only and does not constitute legal or tax advice. Always consult a qualified CPA before submitting reinstatement or payment documents to the Delaware Division of Corporations.
Top 5 FAQs
- How long does a Delaware LLC have to reinstate after lapse?
You can reinstate at any time unless your LLC was formally cancelled. - How much does reinstatement cost?
At least $200 filing fee plus all past franchise taxes, penalties, and interest. - Can a Delaware LLC reinstate after being cancelled?
No. Once cancelled, you must form a new LLC. - Does reinstatement restore the original EIN and name?
Yes. The original EIN and name remain valid upon successful revival. - How can I avoid future lapses?
Pay the annual franchise tax by June 1 and keep your registered agent active.
About Our CPA
Anshul Goyal, CPA EA FCA is a Certified Public Accountant licensed in the United States, Enrolled Agent admitted to practice before the IRS, and a cross-border tax expert assisting Delaware LLCs with reinstatements, franchise tax filings, and IRS coordination.