How to Reinstate an LLC in Virginia

How reinstatement works in Virginia

A Virginia LLC that misses its annual registration fee is canceled automatically, not dissolved by an order. Under Va. Code 13.1-1050.4 it can be reinstated within five years after cancellation; after that window the State Corporation Commission has no power to restore it and the owners would have to form a new company. Reinstatement costs a $100 fee plus every annual registration fee and penalty that was owed before cancellation, along with the fees that would have accrued while it was canceled. The SCC recommends filing through the Clerk's Information System, where reinstatement can be completed in real time; the paper version is form LLC1050.4P. If the registered agent resigned, a statement of change must be filed, and if the name was taken in the meantime, the LLC must amend to a new name. Once reinstated, existence is treated as continuous from the cancellation date.

Steps to reinstate a Virginia LLC

1. Pay all past-due annual registration fees and $25 late penalties
2. Pay any annual registration fees that would have come due during the cancellation period
3. File a statement of change appointing a registered agent if the prior agent resigned
4. File articles of amendment to adopt a new name if the old name is no longer available
5. Form to use: Application for Reinstatement (LLC1050.4P).
6. File online through the Clerk's Information System (cis.scc.virginia.gov), which the SCC recommends, or request a reinstatement packet and file form LLC1050.4P by mail.

Processing: Online reinstatements through CIS can be completed in real time.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 reinstatement fee plus every annual registration fee and penalty that was due before cancellation, plus the fees that would have been assessed between cancellation and reinstatement. 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 Va. Code 13.1-1050.4, the LLC's existence is deemed to have continued from the date of cancellation, and liabilities during the gap are treated as if the cancellation never happened.
• Your LLC name: The name is not held during cancellation; if it no longer meets Virginia's name rules at reinstatement, the LLC must file articles of amendment adopting a new name and pay that filing fee.

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

Reinstatement in Virginia and nearby states

Mistakes that slow down a Virginia reinstatement

• Waiting past the five-year limit, after which the SCC cannot reinstate the LLC at all.
• Budgeting only the $100 reinstatement fee and missing the back annual registration fees and $25 penalties.
• Ignoring the name check, since a canceled LLC whose name was taken must file articles of amendment before it can be reinstated.