How to Reinstate an LLC in Virginia – 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 Virginia LLC Reinstated

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

What is LLC Reinstatement in Virginia?

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 Virginia 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 Virginia

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

How to Reinstate an LLC in Virginia

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 Virginia.

Initial Steps Before Filing for Reinstatement

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

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 Virginia 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 Virginia, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official Virginia Secretary of State business section. A reinstatement fee might be paid to the Virginia 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 Virginia Tax Department [Virginia Department of Taxation] or Insurance Department [Virginia State Corporation Commission, Bureau of Insurance]. Besides, the Certificate of Good Standing in Virginia 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 Virginia, the LLC reinstatement fee is $100 + Late annual report filing penalty.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Virginia is $50.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Virginia.

Accepted methods of payment are as follows:

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

Supported browsers include:

  • Chrome
  • Edge
  • Firefox
  • Safari
  • Opera

Processing Time and Confirmation

The processing time for reinstatement of your LLC in Virginia 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: Within 1 to 2 working days, the LLC reinstatement starts processing by the Virginia Secretary of State.

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 Virginia

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

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Virginia.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Virginia is voluntary by members, it is not common for them to restore the LLC in Virginia.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Virginia. 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 Virginia?
To reinstate your LLC in Virginia, you will need to file a reinstatement form with the State Corporation Commission.
What forms do I need to file to reinstate my LLC in Virginia?
You will need to file Form LLC-1052 with the State Corporation Commission in Virginia.
Is there a fee to reinstate my LLC in Virginia?
Yes, there is a fee to reinstate your LLC in Virginia. The fee amount may vary, so it is best to check with the State Corporation Commission.
How long does it take to reinstate an LLC in Virginia?
The processing time for reinstating an LLC in Virginia can vary, but it typically takes a few weeks.
What happens if I don’t reinstate my LLC in Virginia?
If you do not reinstate your LLC in Virginia, it may be administratively dissolved by the State Corporation Commission.
Can I reinstate my LLC in Virginia if it was dissolved for failure to file an annual report?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to file an annual report. You will need to file the necessary forms and pay any outstanding fees.
Can I change my LLC’s name when reinstating it in Virginia?
If you want to change your LLC’s name when reinstating it in Virginia, you will need to file a name change amendment along with the reinstatement forms.
Can I reinstate my LLC online in Virginia?
You cannot reinstate your LLC online in Virginia. You will need to file the necessary forms directly with the State Corporation Commission.
Do I need to publish a notice when reinstating my LLC in Virginia?
No, you do not need to publish a notice when reinstating your LLC in Virginia.
Can I reinstate my LLC in Virginia if it was voluntarily dissolved?
Yes, you can reinstate your LLC in Virginia if it was voluntarily dissolved. You will need to file the necessary forms and pay any outstanding fees.
What is the deadline for reinstating an LLC in Virginia?
There is no specific deadline for reinstating an LLC in Virginia, but it is best to do it as soon as possible to avoid any additional penalties.
Can I reinstate my LLC in Virginia if it was dissolved for failure to pay taxes?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to pay taxes. You will need to resolve any tax issues with the Department of Taxation before reinstating your LLC.
Can I reinstate my LLC in Virginia if it was dissolved for failure to maintain a registered agent?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to maintain a registered agent. You will need to appoint a new registered agent and file the necessary forms for reinstatement.
Will my LLC keep its original formation date when reinstating in Virginia?
Yes, your LLC will retain its original formation date when reinstating in Virginia.
Can I reinstate my LLC in Virginia if it was administratively dissolved?
Yes, you can reinstate your LLC in Virginia if it was administratively dissolved. You will need to file the necessary forms and pay any outstanding fees.
Will I have to pay any late fees when reinstating my LLC in Virginia?
You may have to pay late fees if your LLC has been administratively dissolved in Virginia. It is best to check with the State Corporation Commission for the exact amount.
Can I apply for reinstatement by mail in Virginia?
Yes, you can apply for reinstatement by mail in Virginia. You will need to send the necessary forms and payment to the State Corporation Commission.
Can I dissolve my LLC and immediately reinstate it in Virginia?
Yes, you can dissolve your LLC and immediately reinstate it in Virginia. However, it is best to ensure that all necessary requirements are met for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for failure to file an annual fee report?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to file an annual fee report. You will need to file the necessary forms and pay any outstanding fees.
Can I reinstate my LLC in Virginia if it was dissolved for failure to maintain a registered office?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to maintain a registered office. You will need to provide a new registered agent and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was administratively dissolved due to failure to file annual reports and pay annual fees?
Yes, you can reinstate your LLC in Virginia if it was administratively dissolved for failure to file annual reports and pay annual fees. You will need to file the necessary forms and settle any outstanding fees.
Can I reinstate my LLC in Virginia if it was dissolved for failure to appoint and maintain a registered agent?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to appoint and maintain a registered agent. You will need to appoint a registered agent and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for failure to pay franchise taxes?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to pay franchise taxes. You will need to settle any outstanding taxes and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for not filing annual franchise taxes?
Yes, you can reinstate your LLC in Virginia if it was dissolved for not filing annual franchise taxes. You will need to pay any outstanding taxes and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was administratively dissolved for not maintaining a registered agent?
Yes, you can reinstate your LLC in Virginia if it was administratively dissolved for not maintaining a registered agent. You will need to appoint a new registered agent and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for failure to file a biennial statement?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to file a biennial statement. You will need to file the necessary forms and pay any outstanding fees for reinstatement.
Can I reinstate my LLC in Virginia if it was administratively dissolved for no known place of business?
Yes, you can reinstate your LLC in Virginia if it was administratively dissolved for having no known place of business. You will need to provide a new business address and file the necessary forms for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for failure to file annual renewal registration fees?
Yes, you can reinstate your LLC in Virginia if it was dissolved for failure to file annual renewal registration fees. You will need to file the necessary forms and pay any outstanding fees for reinstatement.
Can I reinstate my LLC in Virginia if it was dissolved for not filing an annual report of continuing registration?
Yes, you can reinstate your LLC in Virginia if it was dissolved for not filing an annual report of continuing registration. You will need to submit the necessary forms and pay any outstanding fees for reinstatement.
What is the deadline for reinstating my LLC in Virginia?
The deadline for reinstating your LLC in Virginia varies depending on how long it has been administratively revoked.

Also Read

In Conclusion

LLC reinstatement or restoration in Virginia 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 Virginia. 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.

Leave a Comment