How to Reinstate an LLC in North Dakota – 2024 Guide


Steve Bennett
Steve Bennett
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Get North Dakota LLC Reinstated

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

What is LLC Reinstatement in North Dakota?

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 Dakota 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 Dakota

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

How to Reinstate an LLC in North Dakota

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 Dakota.

Initial Steps Before Filing for Reinstatement

In North Dakota, 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 Dakota. 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 Dakota Office of State Tax Commissioner to know whether you owe any outstanding tax obligations. Besides, going through the North Dakota 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 North Dakota

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 Dakota 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 Dakota, the reinstatement document is called Reinstatement Request. The next task is to get the forms from the official North Dakota Secretary of State business section. A reinstatement fee might be paid to the North Dakota 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 Dakota Tax Department [North Dakota Office of State Tax Commissioner] or Insurance Department [North Dakota Insurance Department]. Besides, the Certificate of Good Standing in North Dakota 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 Dakota, the LLC reinstatement fee is Annual report filing fee + late fee.
  • 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 Dakota is $50.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by North Dakota.

Accepted methods of payment are as follows:

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in North Dakota 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: North Dakota Secretary of State takes up to 30 working days to process your limited liability company reinstatement documents.

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 Dakota

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

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in North Dakota.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in North Dakota is voluntary by members, it is not common for them to restore the LLC in North Dakota.
  • For Judiciary Dissolution, it is very uncommon to reinstate in North Dakota. 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 North Dakota?
To reinstate an LLC in North Dakota, you must file a Reinstatement Application with the North Dakota Secretary of State.
What is the fee for reinstating an LLC in North Dakota?
The fee for reinstating an LLC in North Dakota is $50.
Can I reinstate my North Dakota LLC online?
Yes, you can reinstate your North Dakota LLC online by filing the Reinstatement Application through the North Dakota Secretary of State’s website.
What is the deadline for reinstating an LLC in North Dakota?
There is no deadline for reinstating an LLC in North Dakota, but it is important to complete the process as soon as possible to avoid penalties.
What documents are required to reinstate an LLC in North Dakota?
To reinstate an LLC in North Dakota, you will need to submit a Reinstatement Application and any other required documents specified by the North Dakota Secretary of State.
Can I reinstate my North Dakota LLC if it has been administratively dissolved?
Yes, you can reinstate your North Dakota LLC if it has been administratively dissolved by filing a Reinstatement Application and paying the required fee.
How long does it take to reinstate an LLC in North Dakota?
The processing time for reinstating an LLC in North Dakota can vary, but it typically takes 7-10 business days.
Can I change my LLC’s name during the reinstatement process in North Dakota?
No, you cannot change your LLC’s name during the reinstatement process in North Dakota. If you wish to change your LLC’s name, you will need to file an Amendment to Articles of Organization after reinstatement.
What happens if I don’t reinstate my North Dakota LLC?
If you do not reinstate your North Dakota LLC, it will remain inactive and eventually be dissolved by the state.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to file an annual report?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to file an annual report by filing a Reinstatement Application and paying the required fee.
Will my North Dakota LLC lose its original filing date after reinstatement?
No, your North Dakota LLC will retain its original filing date after reinstatement.
Do I need to submit a new Operating Agreement when reinstating my North Dakota LLC?
No, you do not need to submit a new Operating Agreement when reinstating your North Dakota LLC.
Can I reinstate my North Dakota LLC if it has outstanding tax liabilities?
Yes, you can reinstate your North Dakota LLC if it has outstanding tax liabilities, but you will need to address these liabilities with the North Dakota Department of Revenue.
Can I reinstate my North Dakota LLC if it has outstanding debts?
Yes, you can reinstate your North Dakota LLC even if it has outstanding debts, but you will still be responsible for resolving these debts.
What is the difference between reinstatement and reactivation of an LLC in North Dakota?
Reinstatement is the process of restoring an LLC to good standing after it has been dissolved, while reactivation is the process of bringing an inactive LLC back to good standing.
Can I reinstate my North Dakota LLC if it has been voluntarily dissolved?
Yes, you can reinstate your North Dakota LLC if it has been voluntarily dissolved by filing a Reinstatement Application and paying the required fee.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to maintain a registered agent?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to maintain a registered agent by appointing a new registered agent and filing a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to maintain a current address with the Secretary of State?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to maintain a current address by updating your address with the Secretary of State and filing a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to pay filing fees?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to pay filing fees by paying the outstanding fees and filing a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to file annual reports?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to file annual reports by filing any outstanding reports and a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to publish notice of intent to form an LLC?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to publish notice of intent by filing the necessary publication and a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to meet other state requirements?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to meet other state requirements by complying with those requirements and filing a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to pay franchise taxes?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to pay franchise taxes by paying the outstanding taxes and filing a Reinstatement Application.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to maintain a business license?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to maintain a business license by renewing the license and filing a Reinstatement Application.
Can a dissolved North Dakota LLC still be sued?
Yes, a dissolved North Dakota LLC can still be sued for up to three years after dissolution.
Can I sell assets of my North Dakota LLC after dissolution?
Yes, you can sell assets of your North Dakota LLC after dissolution, but you will need to comply with state laws regarding dissolved entities.
Can I reinstate my North Dakota LLC and keep the same EIN?
Yes, you can reinstate your North Dakota LLC and keep the same EIN if the IRS did not cancel the EIN after dissolution.
Can I reinstate my North Dakota LLC if it has been dissolved for failure to obtain necessary permits?
Yes, you can reinstate your North Dakota LLC if it has been dissolved for failure to obtain necessary permits by obtaining the required permits and filing a Reinstatement Application.
How do I reinstate my LLC in North Dakota?
To reinstate your LLC in North Dakota, you will need to file the appropriate forms with the Secretary of State and pay any required fees.
Do I need to pay any fees to reinstate my LLC in North Dakota?
Yes, there are reinstatement fees that must be paid to the Secretary of State when reinstating an LLC in North Dakota.

Also Read

In Conclusion

LLC reinstatement or restoration in North Dakota 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 Dakota. 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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