Reinstate a Business in New York | A Step-by-Step Guide

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Reinstate New York Business

Running a business or forming an LLC in New York 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 New York, you do not need to worry. This guide will provide a step-by-step process to Reinstate your Business in New York and get back on track.

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

How to Reinstate a Business in New York

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 New York 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 Biennial Reports or paying taxes. When a business is suspended, it loses its right to conduct business within New York, and the owners may be personally liable for any debts or liabilities incurred during the suspension period. Hiring a Resident Agent for your documents to be compliant is very important. You could check out the Best New York Resident Agent Services in New York.

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How to Reinstate a Business in New York

In New York, reinstating your business needs a lot of preparation, more specifically if it is located in Albany. To be aware and prepared, we have gathered information on the steps to reinstate your New York business. If it is manageable to Dissolve a Business in New York, it is also bearable to reinstate your New York 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 New York business is determining why it is suspended or dissolved. This information can be found in the notice issued by New York or by contacting the New York Secretary of State. Common reasons for suspension or dissolution include:

  • Failure to file Biennial Reports
  • Failure to pay taxes or fees
  • Failure to maintain a Resident 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 New York Biennial Reports and paying associated fees. In New York, the LLC Biennial Reports costs $4.50 while the Corporation Biennial Report costs $9.
  • Paying any outstanding taxes or fees
  • Appointing or updating your Resident 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 New York Secretary of State, as you may need to provide proof of compliance during the reinstatement process. We recommend hiring the Best Resident 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 New York 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 New York.

– WEBINARCARE EDITORIAL TEAM

Step 3: Obtain a Certificate of Status

Certificate of Status is a document issued by New York 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 Status 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 Status in New York, you will need to:

Get and Submit the Form

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

Online Application Process:
  • Visit the State Website: In New York, 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 New York Secretary of State to download the required application forms for the Certificate of Status. Complete the forms, ensuring all information is accurate and up-to-date.
  • Provide Required Documentation: In New York, you may need to include copies of your registration documents, Articles of Organization, Biennial 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 Department of State Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Ave., Albany, NY 12231, along with the required fees.
Pay Any Associated Fees

The fees for obtaining a Certificate of Status cost $25, vary depending on the type of business entity. Some states also offer expedited processing for an additional fee. Check the New York Secretary of State website for the most up-to-date fee schedule. The Certificate of Status’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 Status in New York.

Provide Proof of Compliance

To prove compliance with state requirements, you must file Biennial 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 Status, you can submit your reinstatement application to the New York’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 New York Secretary of State’s website.
  • Providing proof of compliance with state requirements, such as filing Biennial Reports, paying taxes, and maintaining a Resident Agent.
  • Pay the reinstatement fee in New York. The cost of the reinstatement fee amounts to $200. However, the cost will vary depending on the length of time your New York 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 New York’s Secretary of State. The processing time for reinstatement applications can vary depending on the New York and the complexity of your case. Being patient and prepared to provide any additional information or documentation requested by New York 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 New York 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 New York 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 New York 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 New York 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 New York 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 New York 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 New York Business Attorneys and accountants, and evaluate which option best suits your needs and long-term business objectives.

FAQs

How can I reinstate my dissolved New York business?
You can file an Application for Authority with the New York Department of State, pay any outstanding franchise taxes and fees, and submit a Certificate of Revival from the New York State Taxation and Finance Department.
How much does it cost to reinstate a New York business?
The cost to reinstate a New York business depends on the nature of its dissolution and the current status of its taxes and fees. The application fee for reinstatement is $250.
What are the requirements to reinstate a New York business?
To reinstate a New York business, you must ensure that all unpaid taxes, penalties, and fees have been resolved, file the appropriate form with the Department of State, and obtain a Certificate of Revival from the State Taxation and Finance Department.
Can I reinstate a New York business online?
Yes, you can file an Application for Reinstatement and pay the reinstatement fee online through the New York Business Express website.
What is the deadline to reinstate a New York business?
There is no deadline to reinstate a New York business. Businesses can be reinstated at any time after they have been dissolved.
How long does it take to reinstate a New York business?
The processing time to reinstate a New York business varies based on the specific circumstances. In some cases, it can take as little as 24 hours to receive a Certificate of Revival, while others may require additional documentation and take several weeks.
Can I reinstate a New York business with liens?
Before a New York business can be reinstated, any outstanding liens or judgments must be resolved with the applicable government agency.
Can I reinstate a New York business that has been inactive for several years?
Yes, you can still reinstate a New York business that has been inactive for several years. However, you must still pay any outstanding taxes, fees, and penalties.
How can I check if my New York business is in good standing?
You can check the status of your New York business by searching for it on the New York Department of State’s website.
What if my New York business owes taxes or filing fees?
Any outstanding taxes or fees must be paid before a New York business can be reinstated.
How can I obtain a Certificate of Revival for my New York business?
To obtain a Certificate of Revival for your New York business, you must file a Certificate of Change with the State Taxation and Finance Department, proving that all outstanding taxes have been paid.
What should I do if I lost my New York business entity number?
You can search for your New York business’s entity number on the Department of State’s business entity database.
Can I reinstate my New York business if it has been administratively dissolved?
Yes, you can reinstate your New York business if it has been administratively dissolved. You would need to file an Application for Reinstatement and obtain a Certificate of Revival.
What should I include in my Application for Reinstatement for my New York business?
Along with the application fee, you should include a certificate of good standing, any relevant tax documents, and a plan for making up any missed filings.
How can I dissolve my New York business?
You can file an Article of Dissolution with the New York Department of State, as well as make sure all of the business’s taxes, debts, and obligations have been paid.
What happens if I don’t pay my New York business taxes or fees?
If you do not pay your New York business taxes or fees, your business can become dissolved and will lose its legal standing as a business. To reinstate it, you would need to pay the outstanding taxes and fees.
Can I still operate my New York business while it is suspended or dissolved?
No, when your New York business is suspended or dissolved, it loses its legal standing as a business. You cannot operate until the issue is resolved.
How can I change my New York business’s name or address?
You can file a Certificate of Amendment with the New York Department of State to update your business’s name or address.
What happens if my New York business’s registration lapses?
When your New York business’s registration lapses, it goes into a dormant state and is considered inactive. You can still reinstate the business, but you would need to pay any back fees.
How can I register a foreign New York corporation?
To register a foreign New York corporation, you must file an Application for Authority with the New York Department of State and pay the appropriate fees.
What is the difference between an administrative dissolution and a voluntary dissolution in New York?
An administrative dissolution in New York is performed by the state without the consent of the business owner due to issues like unpaid taxes, while a voluntary dissolution is done by the owner and requires filing an Article of Dissolution.
What should I do if someone else has the name of my New York business?
You would need to file a Certificate of Assumed Name with the New York Department of State to use a slightly different name for your business.
What is a UCC filing for a New York business?
A UCC filing for a New York business is a Uniform Commercial Code filing that establishes priority rights by giving lenders notice of a borrower’s pledge of personal property to secure a loan.
What happens if I fail to renew my New York business’s registration?
Your New York business will go into a dormant state until you renew it, including by paying the relevant fees.
Does my New York LLC need a registered agent?
Yes, all New York LLCs require a registered agent which serves as their primary contact with the state government.
Can I change my New York incorporation to an LLC?
Yes, you can convert your New York corporation to an LLC through formal dissolution of the corporation and starting a new LLC.
What happens if I file my New York biennial report after the due date?
If you file your biennial report after the due date, you will be assessed a late fee and sometime might need to pay additional penalties.
How can I reinstate my New York business?
You can reinstate your New York business by filing necessary paperwork and paying any outstanding fees.
Is it possible to reinstate a dissolved New York business?
Yes, it’s possible to reinstate a dissolved New York business by filing a Certificate of Revival.
What is a Certificate of Revival?
A Certificate of Revival is a document that a New York business owner files with the Secretary of State’s office to reinstate a dissolved business.
What happens to a dissolved New York business?
A dissolved New York business is no longer authorized to do business in the state and its name is available for use by another business.
Is there a fee for reinstating a New York business?
Yes, there is a fee for reinstating a New York business and it varies based on the type and size of the business.
Can I expedite the reinstatement of my New York business?
Yes, expedited services are available for an additional fee.
Can I reinstate my New York business online?
Yes, it’s possible to reinstate a New York business online through the state’s eCorp system.
Can I reinstate my New York business if I owe outstanding taxes?
No, you must pay all outstanding taxes before you can reinstate your New York business.
What form do I file to reinstate my New York business?
You need to file Form DB120.1 to reinstate your New York business.
Will I need to update my business’s registration information when reinstating?
Yes, you will need to update your business’s registration information when reinstating.
Can I reinstate my New York business if it was dissolved voluntarily?
Yes, you can reinstate your New York business even if it was dissolved voluntarily.
Can I operate my business while it’s in the reinstatement process?
No, you cannot operate your business while it’s in the reinstatement process.
Do I need to get a new EIN after reinstating my New York business?
No, you do not need to get a new EIN after reinstating your New York business.
Will my dissolved business name still be available after reinstatement?
No, your business name will no longer be available for use by another business after reinstatement.
How do I know if my New York business has been reinstated?
You will receive a confirmation letter from the Secretary of State’s office when your business has been reinstated.
Can I choose to change my business’s legal structure when reinstating?
Yes, you can change your business’s legal structure when reinstating if you choose to do so.
Can I reinstate my New York business if I’m not the original owner?
Yes, anyone who has the authority to initiate the reinstatement process can do so.
Can my New York business be reinstated if it was involuntarily dissolved?
Yes, you can reinstate your New York business even if it was involuntarily dissolved.
What happens to my business’s assets if I don’t reinstate it?
They will be sold off and the proceeds will be used to pay any outstanding debts.
How do I obtain clearance from the NYS Tax Department when reinstating my business?
You can obtain clearance from the NYS Tax Department by paying any outstanding taxes or entering into a payment agreement.
Can I use a different business name when reinstating my New York business?
Yes, you can choose to use a different business name when reinstating your New York business.
Can I reinstate my New York business if I owed fines from state agencies?
Yes, you can reinstate your New York business if you have paid any outstanding fines owed to state agencies.
Will my business’s past IRS and state tax issues disappear when I reinstated?
No, any past IRS and state tax issues will still need to be addressed even after reinstating.
Can I reinstate my New York business if I filed bankruptcy?
Yes, you can reinstate your New York business after filing for bankruptcy.
Can an LLC that has been dissolved in New York be reinstated?
Yes, an LLC that has been dissolved in New York can be reinstated.
How can I find out if my New York business has been involuntarily dissolved?
You can check the status of your New York business by searching the NYS Department of State’s business database online.
Will I need to file any additional paperwork after reinstating my New York business?
It depends on your business’s specific needs, but you may need to file additional paperwork after reinstatement.
Can I reinstate my business online if I did not register through the NYS Department of State’s website?
It’s unlikely, unless your business previously registered through New York’s Department of Taxation and Finance and is part of TAXcess.

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Conclusion

Reinstating a business in New York 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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