Revive a Delaware LLC

Reasons a Delaware LLC Might Be Inactive

The most common reason an LLC will be considered inactive by the Delaware Division of Corporations is because it hasn’t paid the state’s Annual Tax. However, there are a few other reasons, as well. Here’s what you might see listed on the Delaware’s Business Entity Database, and what it means:

• “Ceased Good Standing.” This means a company didn’t pay its required Annual Tax on time. (Taxes are due by June 1 each year.)
• “Canceled-Voided.” Companies that haven’t paid their Annual Tax for three consecutive years are considered void, meaning the state considers them inoperative and will stop collecting tax from them. NOTE: any unpaid back taxes will still be owed.
• “Forfeited-Resigned.” This refers to a company that has not had a registered agent on file for at least 30 days, either due to the LLC canceling it’s RA service of the RA resigning. If your RA resigns or you cancel your registered agent, you have 30 days to appoint a new one, or risk losing good standing.
• “Canceled.” This refers to a company that has filed for dissolution, thus voluntarily canceling its active status in Delaware.

If any of these statuses applies to your business, it means your LLC no longer has good standing in Delaware.

Consequences of Losing Good Standing

Besides not being legally permitted to operate in the state, losing good standing can have some pretty big consequences for your business.

• Legal Status Revoked. If your LLC is no longer in good standing, it means you’ve lost the legal right to do business here in Delaware. Some companies don’t realize they’ve become inactive and continue doing business as usual. In these cases, business owners have to pay any taxes and fees they owe and file paperwork with the state to get back to good standing.
  
  NOTE: The consequences of losing good standing become steeper the longer your company goes without it.
• Penalties and Fees. Failure to file Delaware’s Annual Tax will result in an automatic penalty of $200, plus 1.5% interest per month on the combined amount of tax and penalty owed.
• Loss of Limited Liability Status. This is a big one. If your LLC is no longer recognized as a legal entity, this means your business will lose the ability to claim limited liability status and you, the business owner, will suddenly be personally responsible for your business’s debts and liability.

D.I.Y. Guide: How to Revive a Delaware LLC

There are two basic steps you’ll need to take in order to revive an inactive Delaware LLC:

1. Pay Outstanding Fees. Before you can submit any paperwork to the state, you need to make sure all unpaid taxes and fees are taken care of.
2. Submit Paperwork. Once your debts are covered, you’ll need to submit a form called a Certificate of Revival to the Delaware Division of Corporations. This form must include:

• Name of Limited Liability Company
• Date of the original filing with the Delaware Secretary of State
• Name and address of the registered agent
• Acknowledgment that your company has paid all taxes, penalties and interest
• Signature of an authorized person

FAQs:

How much does it cost to renew an LLC in Delaware?

The state charges a $200 fee to file a Certificate of Revival. Don’t want to deal with the state yourself? You can hire us for just $100 + state fees and we’ll take care of this filing for you.

How do I submit a Certificate of Revival in Delaware?

You can submit this document to the state by mail, in person, or online. Note that online filings use the state’s document upload system, which still require you to fill out a paper form.

By Mail or In Person:
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901

Online: DCC Document Filing

Filing online is only available during the following times:

• Monday – Thursday: 7:45 a.m. – 11:59 p.m. (EST)
• Friday: 7:45 a.m. – 10:30 p.m. (EST)
• Closed on weekends and holidays.