How to Reinstate an LLC in Illinois – 2024 Guide


Steve Bennett
Steve Bennett
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Get Illinois LLC Reinstated

Reinstatement of an LLC in Illinois involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Illinois, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Illinois, also known as The Prairie State. There might be several reasons for LLC dissolution in Illinois. This article will also list the type of dissolution in Illinois and which ones are eligible for reinstation.

What is LLC Reinstatement in Illinois?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Illinois Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Illinois

There can be several reasons why a Limited Liability Company gets dissolved in Illinois. Certain types of dissolution can be identified based on the reasons given. In Illinois, reinstatement of an LLC depends on how and why the LLC got dissolved in Illinois in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Illinois), tax dues, or any other administrative issues, the state can dissolve the LLC in Illinois.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Illinois Secretary of State.

How to Reinstate an LLC in Illinois

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Illinois.

Initial Steps Before Filing for Reinstatement

In Illinois, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Illinois. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Illinois Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Illinois Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Illinois

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Illinois Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Illinois, the reinstatement document is called Reinstatement Form . The next task is to get the forms from the official Illinois Secretary of State business section. A reinstatement fee might be paid to the Illinois SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Illinois Tax Department [Illinois Department of Revenue] or Insurance Department [Illinois Department of Insurance]. Besides, the Certificate of Good Standing in Illinois might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Illinois, the LLC reinstatement fee is $200.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Illinois is $75.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Illinois.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Illinois Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Illinois varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: It takes 10 working days for the Illinois Secretary of State to process an LLC reinstatement. It can be expedited and can be processed within 24 hours by paying additional fees.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Illinois

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Illinois to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Illinois Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Illinois LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Illinois Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Illinois where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Illinois Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Illinois can also be filed if the previous name is not available. Fill out the correct amendment form with Illinois Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Illinois require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Illinois

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Illinois.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Illinois is voluntary by members, it is not common for them to restore the LLC in Illinois.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Illinois. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate an LLC in Illinois?
To reinstate an LLC in Illinois, you must file an Application for Reinstatement with the Illinois Secretary of State and pay any outstanding fees.
What is the fee for reinstating an LLC in Illinois?
The fee to reinstate an LLC in Illinois is typically around $500, but this amount may vary depending on how long the LLC has been inactive.
How long does it take to reinstate an LLC in Illinois?
The timeline for reinstating an LLC in Illinois can vary, but it typically takes about 4-6 weeks for the process to be completed.
Can I revive an LLC that has been dissolved in Illinois?
Yes, you can revive an LLC that has been dissolved in Illinois by filing for reinstatement with the Secretary of State.
What documents do I need to reinstate an LLC in Illinois?
To reinstate an LLC in Illinois, you will need to file an Application for Reinstatement and possibly provide any missing annual reports or other necessary documents.
How can I check the status of my LLC in Illinois?
You can check the status of your LLC in Illinois by searching on the Illinois Secretary of State website or contacting their office directly.
What happens if I fail to reinstate my LLC in Illinois?
If you fail to reinstate your LLC in Illinois, the business will remain inactive and you may lose the legal protections and benefits that come with having an active LLC.
Are there any penalties for reinstating an LLC in Illinois?
There may be late fees or other penalties for reinstating an LLC in Illinois, so it is important to act promptly to avoid additional costs.
Can I reinstate an LLC in Illinois if it has been administratively dissolved?
Yes, you can reinstate an LLC in Illinois if it has been administratively dissolved by following the proper reinstatement procedures.
What is the difference between reinstating and reviving an LLC in Illinois?
Reinstating an LLC in Illinois typically refers to bringing back a business that has been dissolved for failing to file annual reports, while reviving an LLC usually involves restoring a business that has been voluntarily dissolved.
Is there a time limit for reinstating an LLC in Illinois?
There is no specific time limit for reinstating an LLC in Illinois, but it is important to act quickly to avoid further complications and costs.
Can I reinstate an LLC in Illinois if I missed the deadline for annual reports?
Yes, you can still reinstate an LLC in Illinois if you missed the deadline for filing annual reports, but you will need to take the necessary steps to bring your business back into compliance.
What are the consequences of not reinstating an LLC in Illinois?
If you do not reinstate your LLC in Illinois, the business will remain inactive and you may lose the legal protections and benefits that come with having an active entity.
Can I continue operating my business while the LLC is inactive in Illinois?
It is risky to continue operating your business while the LLC is inactive in Illinois, as you may be held personally liable for any legal issues that arise.
What are the requirements for reinstatement of an LLC in Illinois?
The requirements for reinstating an LLC in Illinois typically include filing an Application for Reinstatement, paying any outstanding fees, and submitting any required documents.
Is it possible to reinstate an LLC in Illinois after the statutory timeframe has passed?
Yes, it is possible to reinstate an LLC in Illinois after the statutory timeframe has passed, but you may face additional challenges and costs.
Can I change the name of my LLC during reinstatement in Illinois?
If you wish to change the name of your LLC during reinstatement in Illinois, you will need to follow the proper procedures for changing the name of the business entity.
Are there any restrictions on reinstating an LLC in Illinois if there are pending legal actions against the business?
If there are pending legal actions against the business, you may need to address these issues before reinstating the LLC in Illinois.
Can I reinstate an LLC in Illinois if it was dissolved due to failure to pay taxes?
Yes, you can reinstate an LLC in Illinois if it was dissolved due to failure to pay taxes by resolving the outstanding tax obligations and following the proper reinstatement procedures.
Do I need to hold a meeting of members or managers to reinstate an LLC in Illinois?
Holding a meeting of members or managers is not typically required to reinstate an LLC in Illinois, but you may need to take formal action to approve the reinstatement.
Will I receive a new certificate of authority when reinstating an LLC in Illinois?
When reinstating an LLC in Illinois, you will typically receive a new certificate of good standing or reinstatement from the Secretary of State, verifying that the entity is once again in good standing.
Can I reinstate an LLC in Illinois if I am no longer listed as a member or manager?
If you are no longer listed as a member or manager of the LLC, you may still be able to reinstate the entity by following the proper procedures and obtaining any necessary authorizations.
Can I reapply for an EIN during the reinstatement process in Illinois?
If the LLC undergoes any changes during the reinstatement process in Illinois, such as a name change or reorganization, you may need to apply for a new Employer Identification Number (EIN) from the IRS.
What is the difference between administrative dissolution and voluntary dissolution in Illinois?
Administrative dissolution in Illinois typically occurs when a business fails to file required reports or fees with the state, while voluntary dissolution is a deliberate decision by the members or managers to dissolve the business entity.
Can I reinstate an LLC in Illinois if I have moved out of state?
If you have moved out of state, you can still reinstate an LLC in Illinois by submitting the required paperwork and fees, even if you are no longer physically present in the state.
Can I reinstate an LLC in Illinois if I am no longer a member or manager?
If you are no longer a member or manager of the LLC, you may still be able to reinstate the entity in Illinois by following the proper procedures and obtaining any necessary approvals.
Will reinstating my LLC in Illinois affect my tax status?
Reinstating your LLC in Illinois may have tax implications, so it is important to consult with a tax professional or accountant to understand how the reinstatement will impact your tax status.
Can I reinstate an LLC in Illinois if it was dissolved due to noncompliance with state regulations?
Yes, you can reinstate an LLC in Illinois if it was dissolved due to noncompliance with state regulations by correcting the issues that led to the dissolution and following the proper reinstatement procedures.
How do I reinstate my LLC in Illinois?
To reinstate your LLC in Illinois, you will need to file the appropriate forms and pay the required fees to the Illinois Secretary of State.
What is the process for reinstating an LLC in Illinois?
The process for reinstating an LLC in Illinois typically involves filing a reinstatement application, paying any outstanding fees or penalties, and submitting updated business information to the state.

Also Read

In Conclusion

LLC reinstatement or restoration in Illinois mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Illinois. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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