How to Reinstate an LLC in Delaware

How reinstatement works in Delaware

A Delaware LLC that stops paying its annual tax first loses good standing, which blocks most filings and good standing certificates. If the tax goes unpaid for three years from its due date, the certificate of formation is deemed cancelled on the third anniversary under 6 Del. C. 18-1108. Delaware calls the cure a revival, not a reinstatement. The LLC files a Certificate of Revival, which costs $220 for a domestic LLC under the August 2026 fee schedule, and must first pay all annual taxes, $200 penalties and 1.5% monthly interest due at cancellation. The Division asks filers to call the Franchise Tax Section for the payoff before submitting. The certificate states the LLC's name, original formation date and registered agent. Revival relates back: the LLC is treated as if it had never been cancelled, and acts taken while cancelled are validated.

Steps to reinstate a Delaware LLC

1. Pay all annual taxes, penalties and interest due at the time of cancellation (confirm the amount with the Franchise Tax Section first)
2. Certificate of Revival stating the LLC's name, original formation date, and Delaware registered agent and office
3. Signature by an authorized person under 6 Del. C. 18-204
4. A new name in the certificate if the original name is no longer available
5. Form to use: Certificate of Revival of Limited Liability Company (6 Del. C. 18-1109).
6. File with the Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901 (fax 302-739-3812), usually through the LLC's Delaware registered agent; contact the Franchise Tax Section at 302-739-3073 for the tax payoff before filing.

Processing: Expedited service is available: 24-hour for an additional $100 and same-day for an additional $200.

What happens to the LLC and its name

• Effect: The revived LLC is treated as if its certificate of formation had never been cancelled; acts taken during the cancellation are validated and property revests in the LLC (6 Del. C. 18-1109).
• Your LLC name: If the original name has been taken while the LLC was cancelled, the Certificate of Revival must state a new name.

Reinstatement in Delaware and other states founders consider

Mistakes that slow down a Delaware reinstatement

• Submitting the Certificate of Revival before paying the back taxes, which the Division requires to be paid first.
• Underestimating the payoff, since each missed year adds a $200 penalty and interest compounds at 1.5% a month.
• Leaving the registered agent off the revival certificate, which must name a Delaware registered agent and office.