How to Reinstate an LLC in Washington, D.C.

How reinstatement works in Washington, D.C.

A D.C. LLC that has not delivered its biennial report within five months after the April 1 due date can be served with a notice of administrative dissolution. It then has 60 days to cure; after that DLCP files a statement of dissolution and CorpOnline shows the entity as Revoked. Reinstatement under D.C. Code 29-106.03 has no deadline, so an LLC can return years later, but every missed report and penalty must be paid, including those that would have come due while it was dissolved. The reinstatement fee itself is $300, filed on Form GN-5 or through CorpOnline, and the application must confirm that a registered agent is in place. Reinstatement relates back to the dissolution date. If another business has taken the name in the meantime, the LLC has to come back under a different name.

Steps to reinstate a Washington, D.C. LLC

1. File all past-due biennial reports
2. Pay all fees and penalties owed at dissolution and those that accrued while dissolved
3. Appoint a registered agent in the District
4. State that the grounds for dissolution have been cured
5. Supply a new compliant name if the original name is no longer available
6. Form to use: Form GN-5, Reinstatement of Domestic Filing Entity (foreign LLCs use FN-6).
7. File online in CorpOnline (corponline.dlcp.dc.gov) with an Access DC login and credit card payment, or submit Form GN-5 to the DLCP Corporations Division.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 biennial reports:

$300 reinstatement fee plus every unfiled biennial report ($300 each) and $100 late fee, including fees that would have accrued while the LLC was dissolved. 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 D.C. Code 29-106.03(d), reinstatement relates back to the effective date of the administrative dissolution, and the LLC may resume business as if it had not been dissolved.
• Your LLC name: The LLC reinstates under the name it had at dissolution; if that name no longer complies with D.C. Code 29-103.01 (for example, because another entity now uses it), the application must give a different, compliant name.

The most common cause is a missed Biennial Report. See the Washington, D.C. Biennial Report guide for deadlines so it does not happen again.

Reinstatement in Washington, D.C. and nearby states

Mistakes that slow down a Washington, D.C. reinstatement

• Paying only the $300 reinstatement fee, when every missed $300 biennial report and $100 late fee must also be paid.
• Forgetting that reports which would have come due while the LLC was dissolved are owed too.
• Assuming the old name is safe, when D.C. requires a new name if the original one no longer complies.