Reinstate a Business in Delaware | A Step-by-Step Guide

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Reinstate Delaware Business

Running a business or forming an LLC in Delaware can be a rewarding yet challenging experience. When operating a business, unforeseen circumstances may arise, leading to the suspension or dissolution of the entity. If your business has been suspended or dissolved in Delaware, you do not need to worry. This guide will provide a step-by-step process to Reinstate your Business in Delaware and get back on track.

Webinarcare Editorial Team will help you easily reinstate your Delaware business. You must be guided by all the factors gathered in this article.

How to Reinstate a Business in Delaware

Understanding Dissolution and Suspension

Before diving into the reinstatement process, it’s essential to understand the difference between dissolution and suspension.

Dissolution

Dissolution is the legal termination of a business entity. This can happen voluntarily by the owners or involuntarily by Delaware due to non-compliance with state laws and regulations. When a business is dissolved, it must cease all operations and settle outstanding debts and liabilities.

Suspension

The state can suspend a business entity for various reasons, such as failing to file Annual Reports or paying taxes. When a business is suspended, it loses its right to conduct business within Delaware, and the owners may be personally liable for any debts or liabilities incurred during the suspension period. Hiring a Registered Agent for your documents to be compliant is very important. You could check out the Best Delaware Registered Agent Services in Delaware.

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How to Reinstate a Business in Delaware

In Delaware, reinstating your business needs a lot of preparation, more specifically if it is located in Dover. To be aware and prepared, we have gathered information on the steps to reinstate your Delaware business. If it is manageable to Dissolve a Business in Delaware, it is also bearable to reinstate your Delaware business. Keep in mind that you should follow the mentioned steps below. 

Step 1: Determine the Reason for Suspension or Dissolution

The first step in reinstating your Delaware business is determining why it is suspended or dissolved. This information can be found in the notice issued by Delaware or by contacting the Delaware Secretary of State. Common reasons for suspension or dissolution include:

  • Failure to file Annual Reports
  • Failure to pay taxes or fees
  • Failure to maintain a Registered Agent
  • Non-compliance with state laws and regulations

Step 2: Resolve Outstanding Issues

Once you have identified the reason for your business’s suspension or dissolution, you must resolve the outstanding issues. This may include:

  • Filing any missing Delaware Annual Reports and paying associated fees. In Delaware, the LLC Annual Reports costs $0 while the Corporation Annual Report costs $225.
  • Paying any outstanding taxes or fees
  • Appointing or updating your Registered Agent information. 
  • Resolving any non-compliance issues with state laws and regulations

Ensure that you keep records of all payments and documents submitted to the Delaware Secretary of State, as you may need to provide proof of compliance during the reinstatement process. We recommend hiring the Best Registered Agent Services if you plan to reinstate your business. This will ensure that your documents are up to date.

It is suggested that you speak with a legal professional before you begin reinstating your Delaware business. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC in Delaware.

– WEBINARCARE EDITORIAL TEAM

Step 3: Obtain a Certificate of Good Standing

Certificate of Good Standing is a document issued by Delaware that verifies that your business is in compliance with all state requirements and is authorized to conduct business within the state. Although obtaining a Certificate of Good Standing is not always required for reinstatement, it can be beneficial in demonstrating your business’s compliance and may expedite the reinstatement process.

To obtain a Certificate of Good Standing in Delaware, you will need to:

Get and Submit the Form

The form is available on the Delaware Secretary of State website. You can download the form and mail it or submit it online. 

Online Application Process:
  • Visit the State Website: In Delaware, they offer an online portal for business services, which includes the option to request a Certificate of Status.
  • Register an Account: You may need to create an account or log in to your existing account to access the application process.
  • Provide Required Information and Documentation: The online application typically requires basic information about your business, such as the entity name, identification number, and business type. You may also need to upload supporting documents. 
Paper Application Process:
  • Download and Complete the Appropriate Forms: Visit the Delaware Secretary of State to download the required application forms for the Certificate of Good Standing. Complete the forms, ensuring all information is accurate and up-to-date.
  • Provide Required Documentation: In Delaware, you may need to include copies of your registration documents, Certificate of Formation, Annual Reports, or other supporting materials.
  • Mail or Deliver the Application: Once you have completed the forms and gathered the necessary documents, mail or deliver the application package to the Delaware Division of Corporations, 401 Federal Street, Suite 4 Dover, DE 19901, along with the required fees.
Pay Any Associated Fees

The fees for obtaining a Certificate of Good Standing cost $50 (domestic) or $100 (foreign), vary depending on the type of business entity. Some states also offer expedited processing for an additional fee. Check the Delaware Secretary of State website for the most up-to-date fee schedule. The Certificate of Good Standing’s processing time varies from state to state. Also, it depends on the expedited filing as well. It can take a few days to a few months to obtain the Certificate of Good Standing in Delaware.

Provide Proof of Compliance

To prove compliance with state requirements, you must file Annual Reports and pay the necessary taxes.

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Step 4: Submit Reinstatement Application

Once you have resolved all outstanding issues and obtained a Certificate of Good Standing, you can submit your reinstatement application to the Delaware’s Secretary of State. The reinstatement application process may vary depending on the state and the type of business entity (corporation, LLC, etc.).

In general, the reinstatement application process will require:

  • Completing a reinstatement application form is typically found on the Delaware Secretary of State’s website.
  • Providing proof of compliance with state requirements, such as filing Annual Reports, paying taxes, and maintaining a Registered Agent.
  • Pay the reinstatement fee in Delaware. The cost of the reinstatement fee amounts to $200. However, the cost will vary depending on the length of time your Delaware business has been suspended or dissolved.

Step 5: Wait for Approval

After submitting your reinstatement application and all required documentation, you must await approval from the Delaware’s Secretary of State. The processing time for reinstatement applications can vary depending on the Delaware and the complexity of your case. Being patient and prepared to provide any additional information or documentation requested by Delaware during this time is essential.

Step 6: Notify Creditors and Stakeholders

Once your business has been reinstated, you must notify creditors and stakeholders of your business’s renewed status. This may include:

  • Sending a formal letter to creditors and stakeholders informing them of the reinstatement.
  • Updating your Delaware business’s website and social media accounts to reflect the reinstated status.
  • Informing any relevant licensing or regulatory agencies of the reinstatement.

Step 7: Resume Business Operations

After your Delaware business has been reinstated and all relevant parties have been notified, you can resume your business operations. Be sure to maintain compliance with state laws and regulations moving forward to avoid future suspensions or dissolutions.

Reinstating or Creating a New Business?

Whether to reinstate a business or start a new one from scratch depends on several factors specific to your situation. Here are some points to consider when making your decision:

  • Costs: The costs of reinstating and starting a new business can vary significantly. Reinstating a business may involve paying outstanding taxes, fees, and penalties while starting a new business requires registration fees and potential legal costs. Compare both options’ costs to determine which is more financially viable.
  • Business History and Reputation: If your previous business has a strong reputation and established customer base, reinstating it may be more beneficial than starting from scratch. On the other hand, if your Delaware business has a negative history or unresolved legal issues, start fresh with a new business.
  • Time and Effort: Reinstating a business can be a time-consuming process, as you need to resolve outstanding issues, submit a reinstatement application, and wait for approval. Starting a new Delaware business may be faster, as you can register the business and begin operations relatively quickly. Consider which option is more time-efficient based on your situation.
  • Legal and Regulatory Compliance: If your previous Delaware business was suspended or dissolved due to non-compliance with state laws and regulations, you should carefully evaluate whether you can maintain compliance if the business is reinstated. If you are confident in your ability to comply with requirements, reinstating the business might be a good option. However, starting a new Delaware business might be a better choice if you still determine your ability to maintain compliance.

Ultimately, deciding to reinstate a business or start a new one from scratch depends on your circumstances and goals. Consider the abovementioned factors, consult with professionals such as Delaware Business Attorneys and accountants, and evaluate which option best suits your needs and long-term business objectives.

FAQs

How do I reinstate my Delaware business after it has been voided?
You will need to file for reinstatement and pay the appropriate fees.
Can I reinstate my Delaware business online?
Yes, Delaware allows for online reinstatement via their Division of Corporations website.
How much does it cost to reinstate a Delaware business?
The fees to reinstate a Delaware business can vary depending on the type of entity and the length of time it has been voided. You can check the Division of Corporations website for current fees.
How long does it take to reinstate a Delaware business?
The time it takes to reinstate a Delaware business can vary depending on the type of entity and the length of time it has been voided. It is best to check with the Division of Corporations for estimated timeframes.
What documents do I need to reinstate my Delaware business?
You will typically need to file a Certificate of Revival, and possibly other supporting documents. You can find more information on the Division of Corporations website.
Is there a deadline for reinstating a Delaware business?
No, there is no specific deadline for reinstating a Delaware business, but it is typically best to do so as soon as possible once you become aware it has been voided.
Can I reinstate my Delaware business if I have outstanding fees or taxes?
No, you will need to first address any outstanding fees or taxes before you can reinstate your Delaware business.
Can I reinstate my Delaware business if I failed to file annual reports?
Yes, you can reinstate your Delaware business if you failed to file annual reports, but you will also need to file any outstanding annual reports and pay the appropriate fees.
Can I reinstate my Delaware business if it has been dissolved?
No, if your Delaware business has been legally dissolved, you will need to form a new entity.
Can I reinstate my Delaware business if I no longer want to do business in Delaware?
No, if you no longer want to do business in Delaware, you can choose to dissolve your entity or file for withdrawal from the state.
Can I reinstate my Delaware business if there has been a change in ownership?
Yes, you can typically file for reinstatement if there has been a change in ownership, but you will need to provide the appropriate supporting documentation.
Do I need to have a registered agent to reinstate my Delaware business?
Yes, you will need to have a registered agent in Delaware in order to reinstate your business.
What if I don’t know who my registered agent is?
You can check the Division of Corporations website to see if your entity is still active and who the registered agent is.
Can I change my registered agent when I reinstate my Delaware business?
Yes, you can choose to change your registered agent when you file for reinstatement.
Can I still use my old business name when I reinstate my Delaware business?
Yes, you can still use your old business name when you reinstate your Delaware business.
What if another business is using my old business name?
You may need to choose a new business name if another entity is using your old business name.
Do I need to file any additional paperwork if I change my business name when I reinstate my Delaware business?
Yes, you will need to file additional paperwork to update your business name with the state.
Can I reinstate my Delaware business if I have moved out of state?
Yes, you can still reinstate your Delaware business if you have moved out of state.
Will I need to file any additional paperwork if I move my Delaware business out of state after reinstating it?
Yes, you will need to file additional paperwork to withdraw your entity from Delaware and register it in the state where you are now located.
What happens if I do not comply with all the paperwork requirements for reinstating a Delaware business?
If you do not comply with all the necessary paperwork requirements, your reinstatement request may be rejected or delayed.
Can I work with an attorney to reinstate my Delaware business?
Yes, many businesses choose to work with an attorney to ensure they complete all the necessary steps correctly when reinstating their Delaware business.
Do I need to submit any financial information when I reinstate my Delaware business?
You may need to submit financial information if you have any outstanding taxes or fees owed to the state.
Will I need to file for an Employer Identification Number (EIN) when I reinstate my Delaware business?
You will need to obtain an EIN from the IRS if you want to hire employees or have other tax obligations.
Can I request expedited processing for my reinstatement request?
Yes, you can request expedited processing for an additional fee.
When will my Delaware business become active again?
Your Delaware business will become active again once your reinstatement paperwork has been successfully processed and any outstanding fees/taxes have been paid.
Can I reinstate my Delaware business if I have legal proceedings pending against the entity?
It may be more difficult to reinstate your Delaware business if there are legal proceedings pending against it. You may want to consult with an attorney to determine your best course of action.
Is it better to dissolve or reinstate a Delaware business that has been voided?
It depends on your individual situation. If you want to continue using your existing business name and preserving your business’s history, reinstatement may be the best option. If you no longer want to do business in Delaware or have other legal concerns, dissolution may be a better option.
How do I reinstate my Delaware business?
To reinstate a Delaware business, you need to file reinstatement documents with the Delaware Division of Corporations and pay any outstanding fees.
Can I change my Delaware business entity type when I reinstate it?
No, you cannot change your Delaware business entity type when you reinstate it.
How can I check if my Delaware business has been reinstated?
You can check the status of your Delaware business reinstatement on the Delaware Division of Corporations’ website.
Can I reinstate my Delaware LLC without an operating agreement?
Yes, you can reinstate your Delaware LLC without a current operating agreement, but it is highly recommended to have a current one.
Can I reinstate my Delaware corporation without a bylaws document?
No, you cannot reinstate your Delaware corporation without a current set of bylaws.
Can I operate my Delaware business while it is being reinstated?
No, you cannot operate your Delaware business while it is being reinstated.
Does my Delaware business need to have an active agent on file to be reinstated?
Yes, your Delaware business must have an active registered agent on file to be reinstated.
Can I reinstate my Delaware business if I have outstanding taxes owed?
No, a Delaware business cannot be reinstated until all outstanding taxes have been paid.
Can I hire a third-party company to reinstate my Delaware business for me?
Yes, there are many third-party companies that can assist with reinstating your Delaware business.
Are there any late fees for reinstating a Delaware business?
Yes, there are late fees associated with reinstating a Delaware business, and they vary depending on how long the business has been inactive.
Can I reinstate my Delaware business if it has been dissolved through a court order?
No, you cannot reinstate a Delaware business that has been dissolved through a court order.
Can I expedite the reinstatement process for my Delaware business?
Yes, you can pay an expedite fee when filing for reinstatement to receive faster processing.
Does my Delaware business need to have a business license to be reinstated?
Yes, a Delaware business must have a current business license to be reinstated.
Can I reinstate my Delaware business if it was voluntarily dissolved?
Yes, you can reinstate your Delaware business if it was voluntarily dissolved, but you must also file a certificate of revival.
Can I reinstate my Delaware business if I have changed my business name?
Yes, you can reinstate your Delaware business after changing the name, but you will need to file for a name change as part of the reinstatement process.
Can I reinstate my Delaware business if it has been inactive for a long time?
Yes, you can reinstate your Delaware business even if it has been inactive for a long time, but it may require additional fees and paperwork.
Can I reinstate my Delaware business if it has pending litigation?
Yes, you can reinstate your Delaware business if it has pending litigation, but you must resolve the litigation before resuming business operations.
Can I reinstate my Delaware business if I have outstanding debt?
Yes, you can reinstate your Delaware business if you have outstanding debt, but you must pay it off as part of the reinstatement process.
Can I reinstate my Delaware business if I am no longer the owner?
No, only the current owner of a Delaware business can reinstate it.
Do I need to have a physical address in Delaware to reinstate my business?
No, you can use a registered agent located in Delaware for the business to reinstate a Delaware business.
Can I reinstate my Delaware business if I have outstanding annual franchise tax payments?
Yes, you can reinstate your Delaware business if you have outstanding annual franchise tax payments, but you must pay them as part of the reinstatement process.
Can I reinstate my Delaware business if I am no longer in business?
No, you cannot reinstate a Delaware business if you are no longer in business.
Can I reinstate my Delaware business if it has had multiple owners in the past?
Yes, a Delaware business can be reinstated as long as the current owner is filing for reinstatement.
Can I reinstate my Delaware business if it was dissolved due to non-compliance?
Yes, a Delaware business can be reinstated after being dissolved due to non-compliance by complying with all necessary legal requirements.
Can I get legal assistance when reinstating my Delaware business?
Yes, you can always get legal assistance when reinstating your Delaware business, especially if you need help guiding you throughout the process.

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Conclusion

Reinstating a business in Delaware can be complex and time-consuming. However, following the steps outlined in this guide, you can successfully reinstate your business and resume operations. Remember to stay diligent in maintaining compliance with state laws and regulations to avoid future issues and ensure the continued success of your business.

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