What is reinstatement after administrative dissolution?
Back to good standing — the missed reports found, the fees computed, the reinstatement filed in the right order.
A Delaware entity does not get struck off by a decision — it lapses by neglect. Every domestic corporation owes an annual report and franchise tax to the Division of Corporations by March 1; every domestic LLC owes a flat $300 franchise tax by June 1. Miss the deadline and the state adds a penalty plus interest that accrues monthly. Miss it for long enough — the tax stays unpaid, the report stays unfiled — and the statute is explicit: the corporation's charter becomes void, or the LLC is administratively cancelled. The state does not investigate whether the business is still operating. It runs a filing calendar, and an entity that stops answering it eventually stops legally existing on paper, whether or not it is still trading, invoicing, and paying people.
The lapse is almost always discovered by someone other than the company. A bank asks for a current Certificate of Good Standing before renewing a line of credit. A landlord runs a status check before signing a lease. An investor's counsel pulls the Delaware entity search during diligence and finds the entity marked void. A government tender, a state licence renewal, or a lender's closing checklist all assume the entity filing is current — and none of them wait for a backlog of missed annual reports to get sorted out. That timing pressure is why this is almost never a leisurely cleanup: something external is forcing the deadline, and the entity has to be revived before it, not eventually.
Who does what
| Your CapEasy team | Reinstatement after administrative dissolution, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your CPA or enrolled agent | Everything that carries a licence in United States — rendered exactly as written: issue compilation, review or audit reports — those are restricted to licensed cpa firms. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Reinstatement after administrative dissolution in United States
A void charter or a cancelled LLC does not mean the entity stopped operating — it means the annual filing calendar stopped being answered
Delaware corporations owe an annual report and franchise tax by March 1 each year; Delaware LLCs owe a flat $300 franchise tax by June 1, with no separate annual report requirement. Missing either does not close the business — it triggers a penalty plus monthly-compounding interest, and if the tax stays unpaid or the report stays unfiled long enough, the state voids the corporate charter or administratively cancels the LLC. Whether the business kept trading during that period is irrelevant to the state's process; the void status runs off the filing record, not the balance sheet.
A Certificate of Revival is the specific instrument, and Delaware treats it as available on the entity's own timeline
The Certificate of Revival is not a general-purpose reinstatement letter — it is a specific document, filed with the Delaware Division of Corporations, that only goes in once the backlog behind it is cleared. Unlike many state deadlines, Delaware allows revival at any time; there is no statute of limitations against reinstating a void corporation or a cancelled LLC.
Revival is conditioned on the backlog, not just the current year
The state will not revive an entity that still owes back filings. Every missed annual report has to be filed, and all back franchise tax, the accrued penalty, and interest for every lapsed year has to be paid before the Certificate of Revival can go in — for a Delaware LLC, that means the $300/yr franchise tax for each missed year, plus penalty, plus interest, not just the most recent one. For a corporation void more than five years, Delaware permits a flat multiple of the current year's tax in place of reconstructing every individual year's figure, which changes the computation but not the requirement that the backlog be cleared first.
Revival is retroactive — it is not the same as forming a new entity
Once filed, Delaware's statute treats the revived entity as if its charter had remained in force the entire time, validating contracts, acts, and transactions carried out during the void period. That retroactive effect is the whole reason reinstatement is usually the right call instead of incorporating fresh: a new entity starts with no history, no prior EIN continuity to rely on without re-notification, and none of the contract, vendor, or banking relationships the original entity built. A revived entity keeps its formation date, its entity number, and its history.
What your CPA or enrolled agent receives from us
- A reconstructed annual-report data set for every lapsed year — officer and director names, registered agent of record, authorized share structure for a corporation — matched to the entity's actual records for that period.
- A back franchise tax computation for every lapsed year, run under the applicable Delaware method (Authorized Shares or Assumed Par Value Capital for a corporation; the flat $300/yr rate for an LLC), reconciled against the penalty and accrued interest the Division of Corporations will assess.
- For a corporation void more than five years, a comparison of the year-by-year reconstruction against Delaware's flat statutory multiple option, so your counsel and CPA can see which basis produces the lower liability before choosing.
- A dated filing history package — every missing annual report prepared and ready for submission, in the order the state expects them filed.
- Confirmation of registered agent status, flagged for re-establishment through a registered-agent provider if the prior agent relationship also lapsed during the void period.
- A draft Certificate of Revival, populated and ready for your counsel's review and an authorized officer's or manager's signature before filing.
