Can you reinstate a dissolved LLC?
Asked about 790 times a month across 16 wordings, split between owners whose state dissolved them and owners who dissolved on purpose and then changed their mind. Those are not the same question, and the states do not answer them the same way.
The question arrives two ways. Either the state dissolved the company over a missed annual report or a lapsed registered agent and the owner found out months later, or the owner filed to dissolve on purpose and something changed: a contract came back, a buyer appeared, an account still had money sitting in it.
Across the 16 wordings people use, some say reinstate and some say reactivate. To the person asking they mean the same thing. To the state they do not always.
Asked about 790 times a month on Google, across 16 phrasings.
@GaboG4·
Usually yes. But coming back and being treated as though you never lapsed are two separate questions, and a state can say yes to one and no to the other.
Texas is the clearest case. Since 1 September 2023, SB 1514 amended section 11.202 of the Business Organizations Code to eliminate the three-year deadline to reinstate a voluntarily terminated Texas entity, so there is now no time limit at all. After an involuntary termination the certificate of reinstatement may also be filed at any time. The catch sits in section 11.253(d): the entity is considered to have continued in existence without interruption only if it is reinstated before the third anniversary of the date of its involuntary termination.
So in Texas you can still come back in year five. You just come back with a gap in the company's history, and anything signed inside that gap becomes its own argument.
Wyoming draws the line somewhere else entirely. A limited liability company administratively dissolved under W.S. 17-29-705 may apply for reinstatement within two years after the effective date of dissolution. After two years there is nothing to apply for. The company is gone and you are forming a new one.
So before anything else, find out which kind of dissolution you had and its effective date. Administrative and voluntary are different doors, the clock almost always runs from that date, and every state sets its own rule. What you owe on the way back in is usually the same shape: each delinquent annual report, each of their fees, and a reinstatement fee. Wyoming charges $100, plus a $250 penalty if what lapsed was your registered agent.
