How to Reinstate an LLC in North Carolina – 2024 Guide


Steve Bennett
Steve Bennett
Business Formation Expert
Steve runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.
Get North Carolina LLC Reinstated

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

What is LLC Reinstatement in North Carolina?

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 North Carolina 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 North Carolina

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

How to Reinstate an LLC in North Carolina

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 North Carolina.

Initial Steps Before Filing for Reinstatement

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

Gather Necessary Information Regarding the LLC in North Carolina

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 North Carolina 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 North Carolina, the reinstatement document is called Application for Reinstatement Following Administrative Dissolution. The next task is to get the forms from the official North Carolina Secretary of State business section. A reinstatement fee might be paid to the North Carolina 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 North Carolina Tax Department [North Carolina Department of Revenue] or Insurance Department [North Carolina Department of Insurance]. Besides, the Certificate of Existence in North Carolina 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 North Carolina, 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 North Carolina is $200.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by North Carolina.

Accepted methods of payment are as follows:

Supported browsers include:

  • Chrome
  • Edge
  • Firefox
  • Safari
  • Opera

Processing Time and Confirmation

The processing time for reinstatement of your LLC in North Carolina 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 North Carolina, the SOS takes 7 to 10 working days to process the LLC reinstatement. In case of expedited filing, it can take up to 24 hours to process.

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 North Carolina

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

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in North Carolina.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in North Carolina is voluntary by members, it is not common for them to restore the LLC in North Carolina.
  • For Judiciary Dissolution, it is very uncommon to reinstate in North Carolina. 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 North Carolina?
To reinstate your LLC in North Carolina, you will need to file the necessary paperwork and pay any outstanding fees or penalties.
What is the process for reinstating an LLC in North Carolina?
The process for reinstating an LLC in North Carolina involves filing a reinstatement application with the Secretary of State and submitting the required fees.
How long does it take to reinstate an LLC in North Carolina?
The timeframe for reinstating an LLC in North Carolina can vary, but it generally takes a few weeks for the paperwork to be processed.
Can I reinstate my North Carolina LLC online?
Yes, you can reinstate your North Carolina LLC online by filling out the necessary forms on the Secretary of State’s website.
What are the fees associated with reinstating an LLC in North Carolina?
The fees for reinstating an LLC in North Carolina vary depending on the circumstances, but they typically include a reinstatement fee and any penalties owed.
What happens if my North Carolina LLC is administratively dissolved?
If your North Carolina LLC is administratively dissolved, you will need to reinstate it in order to resume business activities legally.
Are there any prerequisites for reinstating an LLC in North Carolina?
Before reinstating your LLC in North Carolina, you will need to ensure that all necessary taxes and fees are up to date.
Can I reinstate my North Carolina LLC if it has been voluntarily dissolved?
Yes, you can reinstate your North Carolina LLC if it has been voluntarily dissolved by filing the appropriate paperwork with the Secretary of State.
What documents do I need to submit to reinstate my North Carolina LLC?
To reinstate your North Carolina LLC, you will typically need to submit a reinstatement application, any missing annual reports, and pay the required fees.
How can I check the status of my North Carolina LLC’s reinstatement application?
You can check the status of your North Carolina LLC’s reinstatement application by contacting the Secretary of State’s office or checking the online database.
What happens if I fail to reinstate my North Carolina LLC?
If you fail to reinstate your North Carolina LLC, it may be subject to further penalties or dissolution by the Secretary of State.
Does North Carolina have any specific requirements for reinstating an LLC?
Yes, North Carolina has specific requirements for reinstating an LLC, including the completion of necessary forms and payment of fees.
Can I revive my North Carolina LLC after it has been revoked?
Yes, you can revive your North Carolina LLC after it has been revoked by following the proper reinstatement procedures.
How can I avoid having my North Carolina LLC administratively dissolved?
To avoid having your North Carolina LLC administratively dissolved, make sure to keep up with all necessary filings, fees, and requirements.
Can I reinstate my North Carolina LLC without paying the outstanding fees?
No, you will need to pay any outstanding fees in order to reinstate your North Carolina LLC and bring it back into good standing.
What is the quickest way to reinstate my LLC in North Carolina?
The quickest way to reinstate your North Carolina LLC is to ensure that all paperwork is completed accurately and all required fees are paid promptly.
Is there a deadline for reinstating my North Carolina LLC after it has been dissolved?
There may be a deadline for reinstating your North Carolina LLC after it has been dissolved, so it’s important to act quickly to avoid further complications.
Can I still operate my North Carolina LLC while it is in the process of being reinstated?
It is generally advisable to wait until your North Carolina LLC has been officially reinstated before resuming business activities to avoid any legal issues.
Do I need to notify my employees or customers if my North Carolina LLC is being reinstated?
Depending on the circumstances, you may need to notify employees or customers of your North Carolina LLC about the reinstatement process to avoid any confusion.
Are there any consequences for operating a North Carolina LLC that has been administratively dissolved?
Operating a North Carolina LLC that has been administratively dissolved can result in legal consequences and financial penalties, so it’s best to reinstate it promptly.
Can I reinstate my North Carolina LLC if it has been involuntarily dissolved?
Yes, you can reinstate your North Carolina LLC if it has been involuntarily dissolved by following the reinstatement procedures set by the Secretary of State.
What is the difference between reinstating and reviving a North Carolina LLC?
Reinstating a North Carolina LLC typically involves bringing it back into good standing after administrative dissolution, while reviving a North Carolina LLC is done after an involuntary dissolution by the Secretary of State.
Can I reinstate my North Carolina LLC if I missed the deadline for filing annual reports?
Yes, you can reinstate your North Carolina LLC even if you missed the deadline for filing annual reports by submitting the required paperwork and paying any fees.
What are the consequences of failing to reinstate my North Carolina LLC?
Failing to reinstate your North Carolina LLC can result in the loss of limited liability protection, delinquent status, and eventual dissolution by the Secretary of State.
Can I appeal the decision if my North Carolina LLC’s reinstatement application is denied?
Yes, you may be able to appeal the decision if your North Carolina LLC’s reinstatement application is denied by following the appeal process outlined by the Secretary of State.
How do I know if my North Carolina LLC is eligible for reinstatement?
To determine if your North Carolina LLC is eligible for reinstatement, you should check with the Secretary of State’s office for specific requirements and guidelines.
Is it possible to expedite the reinstatement process for my North Carolina LLC?
Depending on the circumstances, you may be able to expedite the reinstatement process for your North Carolina LLC by paying additional fees for faster processing.
Can I reinstate my North Carolina LLC if I have changed business structures or names?
If you have changed business structures or names, you may need to follow additional steps when reinstating your North Carolina LLC to ensure all information is updated correctly.
Can my reinstated LLC have the same name as before in North Carolina?
Yes, you can usually use the same name for your reinstated LLC in North Carolina, unless it has been taken by another entity during the time your LLC was dissolved.
How much does it cost to reinstate an LLC in North Carolina?
The cost to reinstate an LLC in North Carolina can vary, but typically includes a reinstatement fee and payment of any outstanding fees or penalties.

Also Read

In Conclusion

LLC reinstatement or restoration in North Carolina 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 North Carolina. As mentioned, you must submit the Certificate of Existence 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.

Leave a Comment