How to Reinstate an LLC in Pennsylvania

How reinstatement works in Pennsylvania

Administrative dissolution for missed annual reports only begins with reports due in 2027, so the first Pennsylvania LLC dissolutions under this system can occur in spring 2028, six months after a missed September 30, 2027 deadline. A dissolved domestic LLC can reinstate at any time; there is no cutoff. The filing costs $35 if submitted electronically or $40 on paper, plus $15 for every annual report that was never filed, and it must include current annual report information. The LLC keeps its original entity number, and reinstatement takes effect as of the dissolution date, with two exceptions: anyone who relied on the dissolution keeps their rights, and the name may be lost. During dissolution the name is open to other businesses, and if one claims it the reinstating LLC must pick a new name. Foreign LLCs whose registration is terminated cannot reinstate at all and must re-register from scratch.

Steps to reinstate a Pennsylvania LLC

1. File the application for reinstatement with current annual report information
2. Pay $15 for each delinquent annual report
3. Adopt a new name if another association took the LLC's name while it was dissolved
4. Foreign LLCs must instead submit a new Foreign Registration Statement and receive a new entity number
5. Form to use: Application for Reinstatement (filed through Business Filing Services).
6. File electronically through Business Filing Services at file.dos.pa.gov for the lower $35 fee, or by paper with the Bureau of Corporations and Charitable Organizations in Harrisburg for $40.

Processing: The Department generally asks filers to allow 15 business days for processing of filed documents; expedited service is available for an extra $100 (same day), $300 (3 hour), or $1,000 (1 hour).

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$35 if the reinstatement application is filed electronically or $40 on paper, plus $15 for each annual report not previously filed and paid. 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 for domestic LLCs: reinstatement takes effect as of the date of the administrative dissolution, except as to the name if another association took it and the rights of persons who relied on the dissolution (15 Pa.C.S. Chapter 1, Subchapter D). Foreign registrations cannot be reinstated retroactively.
• Your LLC name: Once dissolved, the LLC's name becomes available to other associations; if one takes it, that association keeps it and the reinstating LLC must choose a new name. The LLC keeps its original entity number.

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

Reinstatement in Pennsylvania and nearby states

Mistakes that slow down a Pennsylvania reinstatement

• Filing reinstatement on paper and paying $40 when the electronic filing costs $35.
• Forgetting to include $15 for every annual report that was never filed, not just the year of dissolution.
• Expecting a terminated foreign LLC to reinstate, when it must instead file a new Foreign Registration Statement and receive a new entity number.