How to Reinstate an LLC in Tennessee – 2024 Guide


Steve Bennett
Steve Bennett
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Get Tennessee LLC Reinstated

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

What is LLC Reinstatement in Tennessee?

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 Tennessee 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 Tennessee

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

How to Reinstate an LLC in Tennessee

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 Tennessee.

Initial Steps Before Filing for Reinstatement

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

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 Tennessee 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 Tennessee, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official Tennessee Secretary of State business section. A reinstatement fee might be paid to the Tennessee 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 Tennessee Tax Department [Tennessee Department of Revenue] or Insurance Department [Tennessee Department of Commerce and Insurance, Insurance Division]. Besides, the Certificate of Existence in Tennessee 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 Tennessee, the LLC reinstatement fee is $70.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Tennessee is $50 per member.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Tennessee.

Accepted methods of payment are as follows:

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

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Tennessee 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 Tennessee, it takes around 3 to 5 working days to get the Tex Clearance Certificate from the Revenue Department. As soon as the tx clearance certificate is issued, SOS takes another 2 working days to process the LLC 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 Tennessee

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

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Tennessee.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Tennessee is voluntary by members, it is not common for them to restore the LLC in Tennessee.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Tennessee. 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 Tennessee?
To reinstate an LLC in Tennessee, you must file an Application for Reinstatement with the Tennessee Secretary of State.
How much does it cost to reinstate an LLC in Tennessee?
The cost to reinstate an LLC in Tennessee varies, but the filing fee for an Application for Reinstatement is typically around $300.
Are there any penalties for failing to reinstate an LLC in Tennessee on time?
Yes, if you fail to reinstate your LLC in Tennessee on time, there may be additional late fees and penalties.
Can I still operate my business while my LLC is reinstated in Tennessee?
It is recommended that you do not operate your business while your LLC is inactive. Make sure to reinstate your LLC in Tennessee before conducting any business activity.
How long does it take to reinstate an LLC in Tennessee?
The processing time for reinstating an LLC in Tennessee varies, but it typically takes around 7-10 business days.
What documents do I need to reinstate my LLC in Tennessee?
To reinstate an LLC in Tennessee, you will need to file an Application for Reinstatement and pay the required fees.
Can I reinstate my LLC in Tennessee online?
Yes, you can submit the Application for Reinstatement online through the Tennessee Secretary of State’s website.
What is the mailing address for filing the Application for Reinstatement in Tennessee?
The mailing address for filing the Application for Reinstatement with the Tennessee Secretary of State is listed on their website.
Do I need to file delinquent annual reports before reinstating my LLC in Tennessee?
Yes, you may need to file delinquent annual reports before reinstating your LLC in Tennessee. Check with the Tennessee Secretary of State for specific requirements.
Can I reinstate my administratively dissolved LLC in Tennessee?
Yes, you can reinstate an administratively dissolved LLC in Tennessee by following the reinstatement process outlined by the Tennessee Secretary of State.
What is the process for reinstating an LLC in Tennessee?
The process for reinstating an LLC in Tennessee typically involves filing a reinstatement application with the Secretary of State and paying a fee.
Can I reinstate my LLC in Tennessee if it has been administratively dissolved?
Yes, you can reinstate your LLC in Tennessee after it has been administratively dissolved by filing the necessary paperwork and paying any required fees.
What forms do I need to file to reinstate my LLC in Tennessee?
To reinstate an LLC in Tennessee, you will likely need to file a reinstatement application with the Secretary of State and any other required forms.
Is there a deadline for reinstating an LLC in Tennessee after it has been dissolved?
Yes, there is typically a deadline for reinstating an LLC in Tennessee after it has been dissolved. It is important to act quickly to avoid any additional penalties or complications.
Can I reinstate my Tennessee LLC online?
Yes, you may be able to reinstate your Tennessee LLC online through the Secretary of State’s website.
What happens if I do not reinstate my LLC in Tennessee?
If you do not reinstate your LLC in Tennessee, it may be permanently dissolved, and you could lose any legal protections and benefits associated with having an active LLC.
Can I still conduct business with an inactive LLC in Tennessee?
No, you cannot legally conduct business with an inactive LLC in Tennessee. It is important to reinstate your LLC to resume your business activities.
Do I need to obtain a new EIN when reinstating my LLC in Tennessee?
No, you typically do not need to obtain a new EIN when reinstating your LLC in Tennessee. You can use the same EIN that was assigned to your LLC prior to its dissolution.
What happens to my LLC’s name if it is administratively dissolved in Tennessee?
If your LLC is administratively dissolved in Tennessee, another business may be able to register the same name. It is important to reinstate your LLC quickly to protect your business name.
Can I change my LLC’s name when reinstating it in Tennessee?
Yes, you may be able to change your LLC’s name when reinstating it in Tennessee. Additional paperwork and fees may be required for a name change.
Do I need to file past due annual reports when reinstating my LLC in Tennessee?
Yes, you will likely need to file any past due annual reports when reinstating your LLC in Tennessee. It is important to bring your LLC’s filings up to date to complete the reinstatement process.
What is the address for filing LLC reinstatement in Tennessee?
The address for filing LLC reinstatement in Tennessee is typically the Secretary of State’s office or another designated filing office.
Are there any penalties for reinstating an LLC in Tennessee?
There may be penalties and fees associated with reinstating an LLC in Tennessee, especially if it has been administratively dissolved for an extended period of time.
Can I reinstate my foreign LLC in Tennessee?
Yes, you can reinstate a foreign LLC in Tennessee by following the state’s reinstatement process for out-of-state businesses.
What documents do I need to provide when reinstating my LLC in Tennessee?
When reinstating your LLC in Tennessee, you may need to provide any required forms, past due annual reports, and payment for any outstanding fees or penalties.
Can I reinstate a voluntarily dissolved LLC in Tennessee?
Yes, you may be able to reinstate a voluntarily dissolved LLC in Tennessee by following the state’s reinstatement procedures.
Can I reinstate my Tennessee LLC if it has been dissolved due to non-payment of fees?
Yes, you can reinstate your Tennessee LLC if it has been dissolved due to non-payment of fees by paying the required fees and completing the reinstatement process.
Are there any restrictions on reinstating an LLC in Tennessee?
There may be restrictions on reinstating an LLC in Tennessee, depending on the reason for its dissolution. It is important to review the state’s requirements and regulations before beginning the reinstatement process.
Will I receive confirmation once my LLC reinstatement is complete in Tennessee?
Yes, you should receive confirmation once your LLC reinstatement is complete in Tennessee. This confirmation may be sent electronically or by mail.
Can I dissolve my Tennessee LLC again after reinstatement?
Yes, you can dissolve your Tennessee LLC again after reinstatement if you no longer wish to maintain the business entity. It is important to follow the proper procedures for dissolution.

Also Read

In Conclusion

LLC reinstatement or restoration in Tennessee 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 Tennessee. 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.

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