How to Reinstate an LLC in New York – 2024 Guide


Steve Bennett
Steve Bennett
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Get New York LLC Reinstated

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

What is LLC Reinstatement in New York?

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 New York 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 New York

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

How to Reinstate an LLC in New York

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 New York.

Initial Steps Before Filing for Reinstatement

In New York, 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 New York. 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 New York State Department of Taxation and Finance to know whether you owe any outstanding tax obligations. Besides, going through the New York 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 New York

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 New York 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 New York, the reinstatement document is called Not Required. The next task is to get the forms from the official New York Secretary of State business section. A reinstatement fee might be paid to the New York 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).
    • Offline Filing in New York: Not Required
    • Online Filing in New York: Not Required
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to New York Tax Department [New York State Department of Taxation and Finance] or Insurance Department [New York State Department of Financial Services]. Besides, the Certificate of Status in New York 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 New York, the LLC reinstatement fee is Not Required.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in New York is $4.50.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by New York.

Accepted methods of payment are as follows:

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

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in New York 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 will take around 7 working days for the New York SOS to process your LLC Reinstatement papers.

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 New York

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

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in New York.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in New York is voluntary by members, it is not common for them to restore the LLC in New York.
  • For Judiciary Dissolution, it is very uncommon to reinstate in New York. 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 New York?
To reinstate your LLC in New York, you must submit an application for reinstatement with the New York Department of State.
What is the deadline for reinstating an LLC in New York?
There is no specific deadline for reinstating an LLC in New York, but it is important to take action as soon as possible to avoid any penalties or further complications.
What are the reasons for an LLC to be administratively dissolved in New York?
An LLC in New York may be administratively dissolved for failure to file annual reports, unpaid taxes, or failure to maintain a registered agent.
Can I reinstate my LLC online in New York?
Yes, you can reinstate your LLC online through the New York Department of State website.
Are there any fees associated with reinstating an LLC in New York?
Yes, there are fees associated with reinstating an LLC in New York. The fee may vary depending on the specific circumstances of the reinstatement.
How long does it take to reinstate an LLC in New York?
The processing time for reinstating an LLC in New York can vary, but it typically takes a few weeks to a month.
Can I expedite the reinstatement process for my LLC in New York?
Yes, you may be able to expedite the reinstatement process for an additional fee.
Do I need to file any additional paperwork when reinstating my LLC in New York?
In addition to the application for reinstatement, you may need to file any past due annual reports or other required paperwork.
What happens if I ignore the administrative dissolution of my LLC in New York?
If you ignore the administrative dissolution of your LLC in New York, you may face additional penalties and consequences.
Can I still conduct business with an administratively dissolved LLC in New York?
No, you cannot conduct business with an administratively dissolved LLC in New York. It is important to reinstate the LLC before resuming business activities.
How do I know if my LLC has been administratively dissolved in New York?
You can check the status of your LLC on the New York Department of State website to see if it has been administratively dissolved.
Can I change the name of my LLC during the reinstatement process in New York?
Yes, you can change the name of your LLC during the reinstatement process in New York by filing the necessary paperwork.
What is the difference between reinstatement and revival of an LLC in New York?
Reinstatement typically involves bringing an LLC back into good standing after administrative dissolution, while revival may be necessary for longer periods of dissolution.
Are there any requirements for reinstating an LLC in New York?
To reinstate an LLC in New York, you must typically file the necessary paperwork, pay any outstanding fees, and bring the business into compliance.
Can I reinstate an LLC in New York if it has been terminated by the Secretary of State?
Yes, you may be able to reinstate an LLC in New York after it has been terminated by the Secretary of State, but it may require additional steps.
How can I prevent administrative dissolution of my LLC in New York?
To prevent administrative dissolution of your LLC in New York, make sure to file all required annual reports, pay taxes on time, and maintain a registered agent.
Can I reinstate a foreign LLC in New York?
Yes, you can reinstate a foreign LLC in New York by following the required procedures for reinstatement.
What is the process for reinstatement of a foreign LLC in New York?
The process for reinstating a foreign LLC in New York may vary, but it typically involves similar steps as reinstating a domestic LLC.
Can I apply for reinstatement in person in New York?
Yes, you may be able to apply for reinstatement in person at the New York Department of State offices.
How do I know if my LLC is eligible for reinstatement in New York?
To determine if your LLC is eligible for reinstatement in New York, you should review the specific reasons for its administrative dissolution and address any outstanding issues.
Can I reinstate an LLC that has been administratively dissolved for a long time in New York?
Yes, you may be able to reinstate an LLC that has been administratively dissolved for a long time in New York, but it may require additional steps and paperwork.
Do I need to notify the IRS of my LLC reinstatement in New York?
Yes, you should notify the IRS of your LLC reinstatement in New York to ensure compliance with federal tax regulations.
How can I find out the exact fees for reinstating my LLC in New York?
You can find out the exact fees for reinstating your LLC in New York by visiting the New York Department of State website or contacting their office directly.
Can I reinstate an LLC in New York if it has been dissolved due to failure to maintain a registered agent?
Yes, you can reinstate an LLC in New York if it has been dissolved due to failure to maintain a registered agent by appointing a new registered agent and following the necessary reinstatement procedures.
Is there a grace period for reinstating an LLC in New York?
There is no specific grace period for reinstating an LLC in New York, so it is important to take prompt action after administrative dissolution.
Can I reinstate an LLC in New York if it has outstanding debts or judgments?
Yes, you may be able to reinstate an LLC in New York with outstanding debts or judgments, but you will need to address those issues as part of the reinstatement process.
Can I reinstate an LLC in New York if it has been dissolved for failure to file annual reports?
Yes, you can reinstate an LLC in New York that has been dissolved for failure to file annual reports by submitting the overdue reports and following the reinstatement procedures.
Can I transfer ownership of my LLC during the reinstatement process in New York?
Yes, you may be able to transfer ownership of your LLC during the reinstatement process in New York by following the required procedures for ownership changes.
What happens if I fail to reinstate my LLC within a certain period of time in New York?
If you fail to reinstate your LLC within a certain period of time in New York, you may face further penalties, such as the termination of the LLC’s rights and privileges.
What is required to file a Certificate of Reinstatement in New York?
The Certificate of Reinstatement in New York must be filled out with specific information, including the name of the LLC, the date of dissolution, and the reason for reinstatement.

Also Read

In Conclusion

LLC reinstatement or restoration in New York 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 New York. 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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