How to Reinstate an LLC in North Carolina

How reinstatement works in North Carolina

A North Carolina LLC is not dissolved the moment it misses April 15. Once the report is 60 days overdue, the Secretary of State mails a notice of grounds for administrative dissolution, and the LLC has another 60 days to file or show the grounds do not exist. If it does not, the Secretary of State issues a certificate of dissolution. Reinstatement has no deadline. The LLC files Form L-08 or the online reinstatement application with a $100 fee and submits a separate $200 annual report for every year it missed, each showing the year it covers, and fixes any other grounds such as a missing registered agent. The online version walks through the application and the reports together and requires a website account. Reinstatement relates back to the dissolution date, so the LLC is treated as never having been dissolved, though people who relied on the dissolution keep their rights. If the name was taken in the meantime, it must change before reinstatement.

Steps to reinstate a North Carolina LLC

1. File Form L-08 or the online reinstatement application
2. File a separate annual report for each missing year, each showing the year it covers, at $200 apiece
3. Correct every other ground listed in the dissolution notice, such as appointing a registered agent
4. Change the LLC's name if it is no longer distinguishable from another entity on the NC Business Registry
5. Form to use: Form L-08, Application for Reinstatement following Administrative Dissolution.
6. Online through the Secretary of State's File Reinstatement service after signing in to a website account, or by mail to Business Registration, PO Box 29622, Raleigh, NC 27626-0622.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 application fee plus $200 for each missing annual report (online card payments add the electronic filing fee). 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: Reinstatement relates back to and takes effect as of the date of administrative dissolution, as if the dissolution never occurred, except for the rights of anyone who reasonably relied on the dissolution certificate to their detriment (G.S. 55-14-22, applied to LLCs by G.S. 57D-6-06).
• Your LLC name: If another entity has taken a name that is not distinguishable from the dissolved LLC's name, the LLC must change its name before the certificate of reinstatement is issued.

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

Reinstatement in North Carolina and nearby states

Mistakes that slow down a North Carolina reinstatement

• Filing one annual report to cover several missed years, when North Carolina requires a separate report for each year.
• Filing the reinstatement application without fixing every ground in the dissolution notice, such as a lapsed registered agent.
• Assuming the LLC's name is still reserved, when a name taken by another entity during dissolution forces a name change before reinstatement.