When starting a business, nobody thinks of it failing in certain aspects. But sometimes it happens. There are instances where a business entity fails to timely file an annual report, its duration expires, fails to maintain a registered agent, or in several other situations, the Secretary of State administratively dissolves that entity. There are other instances where a struggling business simply does not fulfill other state requirement that’s needed to keep them compliant. Let’s discuss these in detail.
What do you mean by Reinstatement?
Reinstatement is the process of returning a non-compliant or inactive company to good standing within a state. Business entities such as Limited Liability Companies (LLC), C Corporations and S Corporations face ongoing state formalities such as state/ franchise taxes, annual reports or statements, and their related filing fees. If a company fails to complete these steps, it risks falling out of “Good Standing” in a state. Also, if you’ve delayed your payment, or have skipped filing the right forms, your state can take action against your business by dissolving your Limited Liability Company (LLC) or Corporation and withdrawing its status.
Your LLC or Corporation status can be revoked for some reasons, including:
- Failure to pay franchise taxes
- Failure to pay certain state fees
- Failure to file annual reports
So when your LLC or Corporation loses its status, you also lose the legal protections provided by that status, imperiling shareholders or LLC members to personal liability.
What does it mean to be in bad standing?
When a company fails to meet all the requirements of its home state of incorporation, or any additional state(s) in which it conducts business (Foreign Qualification, additional U.S. states where it conducts business), it can fall into “Bad Standing”.
For instance, a small business usually falls into bad standing if it fails to file its annual report promptly; if it fails to pay the registered agent, he/she may resign from representing your business (it usually happens for small business). In many states, if you fail to pay your franchise tax or if you don’t meet the state publication requirement, you may get into bad standing.
Companies that are in bad standing for a longer time can be at risk of dissolution or revocation by the state. When a state administratively dissolves a Limited Liability Company (LLC) or Corporation or denies the company’s Corporate or LLC status, the privileges of each company formation, including limited liability protection are lost.
How to Reinstate Your Small Business Back to Good Standing?
If a company falls into bad standing with its home state or the state(s) in which it has a Foreign Qualification, or if it has been dissolved because of non-compliance with the state rules and regulations, then a company is required to undertake the reinstatement process.
Reinstatement involves a company resolving outstanding business compliance problems and submitting necessary fees and forms to the state. Below is a list of the important requirements that a business requires to meet in order to be reinstated to good standing:
- The initial step is to identify the steps that are required to become compliant.
- You must clear all the overdue or outstanding fees due to the state.
- A small business must receive and finish all the essential forms required to be reinstated
- Audit these reinstatement forms, check for any errors before submission
- Submit completed reinstatement forms to the relevant state agencies
With reinstating your business, you regain all the benefits and powers of both your corporate status and the Limited Liability protection that comes with it. Once you have reinstated your business, you will gain your peace of mind. You can enter new contracts and continue operating your services without worrying that your business has an unresolved legal status.
Why is Reinstatement important?
Companies that are in bad standing fear the administrative dissolution or revocation by the state. If a company continues to be in bad standing for a longer time, the state administratively dissolves an LLC or Corporation or revokes its Corporate or LLC status, the privileges of each entity type, such as the limited liability protection provided to owners are lost. To preserve these advantages, a business with bad standing should speed up the process and make sure all the state filings and forms are filed correctly and timely.
Why would I file a Reinstatement?
If your company has missed a necessary state filing such as an annual report, or you miss your last date to pay a franchise tax, your company may fall into bad standing with the state. You would be required to file a Reinstatement to renew your company to Good Standing.
What if You Want to Dissolve Your Company?
If your small business is in bad standing with the state and you wish to dissolve it, most states expect a reinstatement to be filed before approving the dissolution. As a side note, some states also approve a reinstatement to be filed if the company has dissolved, but they also expect to reverse the dissolution to begin transacting business under the same company again.
How can IncParadise help me?
Do you need somebody to do the Reinstate for you? IncParadise can help you. We’ll help you in finding the reasons your business has fallen out of good standing and will help you take the required actions to return it to full status. We will help you in contacting the Secretary of State. We will examine your filing and decide how to reinstate your company, including the cost. Moreover, we will help you to complete the required documents, and get them to you for signature. Once we have all the required documents, we will file the Reinstatement with the Secretary of State or other relevant state offices.
IncParadise can help restore your company to good standing after it has been dissolved or voided by the state for failure to meet its good standing requirements.
When you work with IncParadise, our Reinstatement professionals will:
- Recognize any pending state fees your business owes
- Obtain the exact Reinstatement Forms on your behalf
- Examine your finished Reinstatement Forms
- Submit your Reinstatement Forms to the appropriate state agencies
- Notify you once your company is Reinstated
It’s necessary to realize that if your business has been voided for some time, another entity may have taken its name. As part of the Reinstatement process, IncParadise will make sure that your business name is still available. Note that, for tax clearance, businesses should contact their State Tax Departments directly for assistance. We charge $89.00 + State fees/Annual Fees for Reinstatement.
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Reinstatement for Nevada Corporation (Inc.) Reinstatement for Nevada LLC