How to Reinstate an LLC in New Jersey

How reinstatement works in New Jersey

New Jersey does not dissolve a domestic LLC for missing annual reports. After 2 consecutive missed years, N.J.S.A. 42:2C-26 moves the LLC's certificate to an inactive list, which State records show as revoked. The company still exists and its members keep limited liability, but it cannot conduct business normally, and its name becomes available to any other LLC. To reinstate, the LLC files through DORES online and pays a $75 reinstatement fee, the current $75 annual report, and $75 for each delinquent report. If the revocation happened more than 2 years ago, it also needs a Tax Clearance Certificate from the Division of Taxation, which requires every outstanding State tax return and balance to be resolved and can take months. There is no deadline to reinstate, and reinstatement is retroactive to the date of revocation, validating actions taken in the meantime.

Steps to reinstate a New Jersey LLC

1. Pay the $75 reinstatement fee
2. Pay the current annual report fee and every delinquent annual report fee
3. Obtain a Tax Clearance Certificate from the Division of Taxation if the LLC was revoked for failure to file annual reports more than 2 years ago
4. Resolve any outstanding New Jersey tax returns or balances before tax clearance is granted
5. Amend the certificate of formation to a new name if the original name was taken while the LLC was inactive
6. Form to use: Online Business Entity Reinstatement (DORES); Tax Clearance Certificate application (Division of Taxation).
7. Online through the DORES reinstatement service on njportal.com, with a separate online Tax Clearance request to the Division of Taxation when required.

Processing: The online reinstatement filing is immediate once paid, but a Tax Clearance Certificate can take several months; tax returns filed to clear balances take about 10 business days online or 30 days on paper to process.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$75 reinstatement fee plus the current $75 annual report fee and $75 for each delinquent annual report, plus a $3.00 card or $0.50 eCheck service fee online; a $25 fee applies if the registered agent or office is changed in the same filing. 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: Under N.J.S.A. 42:2C-26(b)(3), reinstatement is retroactive to the date the LLC was moved to the inactive list and validates acts taken in the interim.
• Your LLC name: Once the LLC is moved to the inactive list, its name becomes available to other LLCs; if another entity took it, the LLC must amend its certificate to an available name to reinstate.

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

Reinstatement in New Jersey and nearby states

Mistakes that slow down a New Jersey reinstatement

• Waiting longer than 2 years after revocation, which adds the Tax Clearance Certificate requirement and can delay reinstatement by months.
• Filing the missed annual reports and assuming that alone restores the LLC, when a separate reinstatement filing and fee are required.
• Assuming the LLC name is still reserved, when New Jersey releases it to other LLCs once the certificate moves to the inactive list.