How to Reinstate an LLC in Louisiana – 2024 Guide


Steve Bennett
Steve Bennett
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Get Louisiana LLC Reinstated

Reinstatement of an LLC in Louisiana 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 Louisiana, 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 Louisiana, also known as The Pelican State. There might be several reasons for LLC dissolution in Louisiana. This article will also list the type of dissolution in Louisiana and which ones are eligible for reinstation.

What is LLC Reinstatement in Louisiana?

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 Louisiana 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 Louisiana

There can be several reasons why a Limited Liability Company gets dissolved in Louisiana. Certain types of dissolution can be identified based on the reasons given. In Louisiana, reinstatement of an LLC depends on how and why the LLC got dissolved in Louisiana 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 Louisiana), tax dues, or any other administrative issues, the state can dissolve the LLC in Louisiana.
  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 Louisiana Secretary of State.

How to Reinstate an LLC in Louisiana

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 Louisiana.

Initial Steps Before Filing for Reinstatement

In Louisiana, 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 Louisiana. 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 Louisiana Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the Louisiana 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 Louisiana

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 Louisiana 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 Louisiana, the reinstatement document is called Articles of Reinstatement. The next task is to get the forms from the official Louisiana Secretary of State business section. A reinstatement fee might be paid to the Louisiana 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 Louisiana Tax Department [Louisiana Department of Revenue] or Insurance Department [Louisiana Department of Insurance]. Besides, the Certificate of Good Standing in Louisiana 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 Louisiana, the LLC reinstatement fee is $75 + Fees for late annual reports filing.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Louisiana is $30.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Louisiana.

Accepted methods of payment are as follows:

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

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Louisiana 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: In Louisiana, it takes 3 to 5 working days to start process your LLC reinstatement. In some case, it can go up to 7-10 working days.

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 Resident Agent in Louisiana

To change the existing Resident Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Louisiana 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 Louisiana Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Louisiana 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
    • Louisiana 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 Louisiana 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 Louisiana 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 Louisiana can also be filed if the previous name is not available. Fill out the correct amendment form with Louisiana 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 Louisiana 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 Louisiana

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Louisiana.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Louisiana is voluntary by members, it is not common for them to restore the LLC in Louisiana.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Louisiana. 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 my LLC in Louisiana?
To reinstate your LLC in Louisiana, you must submit an application for reinstatement with the Louisiana Secretary of State.
What is the fee to reinstate an LLC in Louisiana?
The fee to reinstate an LLC in Louisiana typically ranges from $50 to $300, depending on the circumstances of the dissolution.
Can I reinstate my LLC in Louisiana if it was administratively dissolved?
Yes, you can reinstate your LLC in Louisiana if it was administratively dissolved by filing the necessary forms and paying any outstanding fees.
How long does it take to reinstate an LLC in Louisiana?
The processing time for reinstating an LLC in Louisiana can vary, but it typically takes 2-3 weeks.
What forms do I need to submit to reinstate my LLC in Louisiana?
To reinstate your LLC in Louisiana, you will need to submit an application for reinstatement along with any required fees and documents.
Do I need to appoint a registered agent when reinstating my LLC in Louisiana?
Yes, you will need to appoint a registered agent when reinstating your LLC in Louisiana in order to receive legal documents and notices on behalf of the company.
Can I reinstate my LLC in Louisiana if it is dissolved for not filing an annual report?
Yes, you can reinstate your LLC in Louisiana if it was dissolved for not filing an annual report by submitting the necessary paperwork and paying any outstanding fees.
What happens if I do not reinstate my LLC in Louisiana?
If you do not reinstate your LLC in Louisiana, the company will remain inactive and lose the protection of limited liability.
Can I reinstate my LLC in Louisiana online?
Yes, you can typically reinstate your LLC in Louisiana online through the Secretary of State’s website.
What is the first step to reinstate an LLC in Louisiana?
The first step to reinstate an LLC in Louisiana is to check the status of the company with the Secretary of State and determine the reason for dissolution.
Can I reinstate my LLC in Louisiana if it is voided for failure to maintain a registered agent?
Yes, you can reinstate your LLC in Louisiana if it is voided for failure to maintain a registered agent by appointing a new registered agent and submitting the required forms.
What are the consequences of not reinstating an LLC in Louisiana?
If you do not reinstate your LLC in Louisiana, the company will lose its legal status and you may face personal liability for any business debts or obligations.
Do I need to file taxes if I reinstate my LLC in Louisiana?
Yes, you will need to file taxes for your reinstated LLC in Louisiana as required by state law.
Can I reinstate my LLC in Louisiana if it was dissolved due to nonpayment of fees?
Yes, you can reinstate your LLC in Louisiana if it was dissolved due to nonpayment of fees by paying the outstanding amounts and submitting the necessary paperwork.
How can I check the status of my LLC in Louisiana?
You can check the status of your LLC in Louisiana by searching the business database on the Louisiana Secretary of State’s website.
What is the deadline for reinstating an LLC in Louisiana after dissolution?
The deadline for reinstating an LLC in Louisiana after dissolution varies depending on the circumstances, so it is best to act promptly once you discover the dissolution.
Can I reinstate my LLC in Louisiana if it is dissolved for failure to file an annual report?
Yes, you can typically reinstate your LLC in Louisiana if it is dissolved for failure to file an annual report by filling out the necessary forms and paying any required fees.
What information do I need to provide to reinstate my LLC in Louisiana?
To reinstate your LLC in Louisiana, you will need to provide basic information about the company, its owners, and its registered agent, as well as the reason for the dissolution.
Can I reinstate my LLC in Louisiana if it was dissolved due to noncompliance with state laws?
Yes, you can reinstate your LLC in Louisiana if it was dissolved due to noncompliance with state laws by correcting the issues and submitting the required paperwork.
Do I need to update my LLC’s operating agreement when reinstating in Louisiana?
It is advisable to update your LLC’s operating agreement when reinstating in Louisiana to reflect any changes in ownership, management, or other key details.
Can I reinstate a foreign LLC in Louisiana?
Yes, you can typically reinstate a foreign LLC in Louisiana if it was authorized to do business in the state and has been dissolved for any reason.
Can I reinstate my LLC in Louisiana if it was revoked for failure to obtain a license?
Yes, you can typically reinstate your LLC in Louisiana if it was revoked for failure to obtain a license by rectifying the licensing issue and filing the appropriate paperwork.
Am I required to notify members or managers of an LLC about reinstating in Louisiana?
Yes, you should notify all members or managers of an LLC about reinstating in Louisiana to ensure they are aware of and agree to the reinstatement.
Will my reinstated Louisiana LLC have the same EIN as before?
Your reinstated Louisiana LLC will typically retain the same Employer Identification Number (EIN) as before, unless there have been significant changes to the company structure.
Can I reinstate a dissolved Louisiana LLC at any time?
You can typically reinstate a dissolved Louisiana LLC at any time, as long as you follow the necessary steps and pay any outstanding fees.
What are the consequences of operating a dissolved LLC in Louisiana?
Operating a dissolved LLC in Louisiana can expose you to personal liability for business debts and obligations, as well as legal penalties for conducting business without a valid legal entity.
Can I change the name of my LLC when reinstating in Louisiana?
Yes, you can typically change the name of your LLC when reinstating in Louisiana by following the appropriate legal procedures and updating the necessary paperwork.
Do I need to file an annual report when reinstating an LLC in Louisiana?
You may need to file an annual report when reinstating an LLC in Louisiana, depending on the timing of the dissolution and the requirements of the Secretary of State.
Can I reinstate my Louisiana LLC if it was dissolved due to fraud or misrepresentation?
You may face additional challenges reinstating a Louisiana LLC if it was dissolved due to fraud or misrepresentation, as the Secretary of State may investigate these issues before reinstatement.
What is the deadline for reinstating my LLC in Louisiana?
There is no specific deadline for reinstating an LLC in Louisiana, but it is recommended to do so as soon as possible to avoid any penalties or fees.

Also Read

In Conclusion

LLC reinstatement or restoration in Louisiana 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 Louisiana. 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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