How to Reinstate an LLC in Illinois

How reinstatement works in Illinois

Illinois gives an LLC a long runway before dissolution: after a notice of delinquency for a missing annual report, the LLC has 120 days to cure before the Secretary of State issues a certificate of administrative dissolution. Once dissolved, there is no statutory deadline to reinstate under 805 ILCS 180/35-40, which is unusual. The LLC files an Application for Reinstatement (Form LLC-35.40) in duplicate, with every annual report that came due, the $75 report fees, the late penalties of $100 per year, and the $200 reinstatement fee. If another business has taken the name, the LLC must choose a new one. Illinois' statute is protective once the LLC is back: existence is treated as continuous from the dissolution notice, interim acts are ratified, and members and managers are not personally liable for debts incurred during dissolution simply because the LLC was dissolved.

Steps to reinstate an Illinois LLC

1. Application for Reinstatement stating the LLC name at dissolution and the date the notice of dissolution was issued
2. Registered agent name and registered office address (with any changes reported)
3. File all annual reports that are due or came due during dissolution
4. Pay all fees and penalties due
5. Adopt a new name if the original name is no longer available
6. Form to use: Form LLC-35.40, Application for Reinstatement.
7. File Form LLC-35.40 in duplicate with the Department of Business Services by mail or in person, together with the delinquent annual reports and payment.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$200 reinstatement fee (805 ILCS 180/50-10), plus every delinquent $75 annual report and the late penalties of $100 for the first year and $100 for each additional year or part of a year. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under 805 ILCS 180/35-40, the LLC's existence is deemed continuous from the date of the notice of dissolution, acts done during dissolution are ratified, and members and managers are not personally liable for debts incurred during dissolution solely because the LLC was dissolved.
• Your LLC name: The name is not guaranteed; if it is no longer available when the LLC applies, the application must adopt a different name.

The most common cause is a missed Annual Report. See the Illinois Annual Report guide for deadlines so it does not happen again.

Reinstatement in Illinois and nearby states

Mistakes that slow down an Illinois reinstatement

• Filing only the $200 reinstatement fee without every missed annual report and its $100-per-year penalties.
• Assuming the LLC keeps its name indefinitely, when Illinois requires a new name if the old one has been taken.
• Waiting out the 120-day notice period on the assumption that dissolution is automatic and quick to reverse, when back fees and penalties keep accruing.