How to Reinstate an LLC in Maryland – 2024 Guide


Steve Bennett
Steve Bennett
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Get Maryland LLC Reinstated

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

What is LLC Reinstatement in Maryland?

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 Maryland 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 Maryland

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

How to Reinstate an LLC in Maryland

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 Maryland.

Initial Steps Before Filing for Reinstatement

In Maryland, 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 Maryland. 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 Maryland Comptroller of Maryland to know whether you owe any outstanding tax obligations. Besides, going through the Maryland Secretary of State correspondences or checking the Certificate of Status online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Maryland

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 Maryland 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 Maryland, the reinstatement document is called Articles or Certificate of Reinstatement. The next task is to get the forms from the official Maryland Secretary of State business section. A reinstatement fee might be paid to the Maryland 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 Maryland Tax Department [Maryland Comptroller of Maryland] or Insurance Department [Maryland Insurance Administration]. Besides, the Certificate of Status in Maryland 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 Maryland, the LLC reinstatement fee is $100.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Maryland is $300.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Maryland.

Accepted methods of payment are as follows:

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

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Maryland 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 Maryland, LLC reinstatement processing takes 4 to 6 weeks by SOS. For expedited filing, it can take up to 7 working days and in some cases, it is done on the same day if the papers are received by the SOS within 4.30 PM.

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 Maryland

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 Maryland 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 Maryland Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Maryland 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
    • Maryland 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 Maryland 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 Maryland 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 Maryland can also be filed if the previous name is not available. Fill out the correct amendment form with Maryland 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 Maryland 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 Maryland

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Maryland.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Maryland is voluntary by members, it is not common for them to restore the LLC in Maryland.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Maryland. 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 Maryland?
To reinstate an LLC in Maryland, you must file the necessary forms and pay the required fees to the Maryland Department of Assessments and Taxation.
What forms do I need to reinstate my LLC in Maryland?
To reinstate an LLC in Maryland, you will need to file the application for reinstatement form with the Maryland Department of Assessments and Taxation.
What is the fee to reinstate an LLC in Maryland?
The fee to reinstate an LLC in Maryland varies depending on the circumstances, but it typically ranges from $100 to $400.
Can I reinstate my LLC online in Maryland?
Yes, you can reinstate your LLC online in Maryland by visiting the Maryland Department of Assessments and Taxation website.
Is there a deadline to reinstate my LLC in Maryland?
There is no specific deadline to reinstate an LLC in Maryland, but it is recommended to do so as soon as possible to avoid any additional penalties or legal complications.
What happens if I don’t reinstate my LLC in Maryland?
If you do not reinstate your LLC in Maryland, it may be administratively dissolved or revoked, which could lead to loss of liability protection or other legal consequences.
Can I reinstate my LLC in Maryland if it was dissolved for non-payment of taxes?
Yes, you can reinstate your LLC in Maryland if it was dissolved for non-payment of taxes by filing the necessary forms and paying the outstanding taxes and fees.
How long does it take to reinstate an LLC in Maryland?
The time it takes to reinstate an LLC in Maryland can vary depending on the processing time of the Maryland Department of Assessments and Taxation, but it typically takes a few weeks.
Can I reinstate my LLC in Maryland if it was administratively dissolved?
Yes, you can reinstate your administratively dissolved LLC in Maryland by filing the necessary forms and paying the required fees to the Maryland Department of Assessments and Taxation.
Is there a penalty for late reinstating an LLC in Maryland?
There may be a penalty for late reinstating an LLC in Maryland, such as additional fees or fines, so it is recommended to reinstate your LLC as soon as possible.
What is the process for reinstating an LLC in Maryland?
The process for reinstating an LLC in Maryland typically involves submitting the appropriate forms, paying any necessary fees, and updating any missing records.
Can a dissolved LLC be reinstated in Maryland?
Yes, a dissolved LLC can typically be reinstated in Maryland by following the proper reinstatement procedures.
What is the deadline for reinstating an LLC in Maryland?
The deadline for reinstating an LLC in Maryland can vary, so it’s important to check with the Maryland Department of Assessments and Taxation for specific deadlines.
What forms do I need to file to reinstate an LLC in Maryland?
The forms needed to reinstate an LLC in Maryland can vary, but typically include an Application for Reinstatement and any other required documents.
How much does it cost to reinstate an LLC in Maryland?
The cost to reinstate an LLC in Maryland can vary, so it’s best to check with the Maryland Department of Assessments and Taxation for the current fees.
Are there any penalties for reinstating an LLC in Maryland?
There may be penalties for reinstating an LLC in Maryland if the reinstatement is not done in a timely manner, so it’s important to act quickly.
Can I reinstate my LLC in Maryland online?
Yes, you may be able to reinstate your LLC in Maryland online, depending on the specific requirements of the Maryland Department of Assessments and Taxation.
What documents do I need to provide to reinstate my LLC in Maryland?
You will likely need to provide any missing records, such as annual reports or tax documents, when reinstating your LLC in Maryland.
Can I speed up the reinstatement process for my LLC in Maryland?
In some cases, you may be able to expedite the reinstatement process for your LLC in Maryland by paying an additional fee.
Do I need to update my LLC’s information when reinstating in Maryland?
Yes, you will likely need to update your LLC’s information, such as member names or addresses, when reinstating in Maryland.
How will I know if my LLC has been reinstated in Maryland?
Once your LLC has been reinstated in Maryland, you will typically receive a confirmation notice from the Maryland Department of Assessments and Taxation.
Can I reinstate my LLC in Maryland if it has been inactive for a long time?
Yes, you may still be able to reinstate your LLC in Maryland even if it has been inactive for a long time, but additional steps may be required.
Can I reinstate an LLC that was administratively dissolved in Maryland?
Yes, you can usually reinstate an LLC that was administratively dissolved in Maryland by following the proper reinstatement procedures.
Do I need to pay any outstanding fees or penalties when reinstating my LLC in Maryland?
Yes, you will likely need to pay any outstanding fees or penalties when reinstating your LLC in Maryland in order to bring it back into good standing.
What are the consequences of not reinstating my LLC in Maryland?
Not reinstating your LLC in Maryland can result in the loss of legal protections, as well as potential fines or other penalties.
Can I reinstate an LLC in Maryland if it was voluntarily dissolved?
Yes, you may be able to reinstate an LLC in Maryland that was voluntarily dissolved, depending on the specific circumstances of the dissolution.
What is the requirements for reinstating an LLC in Maryland that has changed its name?
If your LLC has changed its name, you will likely need to provide documentation of the name change when reinstating in Maryland.
Can I reinstate my Maryland LLC if it has a tax lien or outstanding debt?
Yes, you may still be able to reinstate your Maryland LLC even if it has a tax lien or outstanding debt, but you will need to address these issues as part of the reinstatement process.
What are the consequences of operating an LLC in Maryland without reinstating it?
Operating an LLC in Maryland without reinstating it can result in fines, legal consequences, and loss of liability protections.
Can I reinstate my Maryland LLC if I have missed annual report filings?
Yes, you can typically reinstate your Maryland LLC even if you have missed annual report filings, but you will need to rectify any missed filings as part of the reinstatement process.

Also Read

In Conclusion

LLC reinstatement or restoration in Maryland 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 Maryland. As mentioned, you must submit the Certificate of Status 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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