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

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Reinstate Tennessee Business

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

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

How to Reinstate a Business in Tennessee

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 Tennessee 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 Tennessee, 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 Tennessee Registered Agent Services in Tennessee.

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How to Reinstate a Business in Tennessee

In Tennessee, reinstating your business needs a lot of preparation, more specifically if it is located in Nashville. To be aware and prepared, we have gathered information on the steps to reinstate your Tennessee business. If it is manageable to Dissolve a Business in Tennessee, it is also bearable to reinstate your Tennessee 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 Tennessee business is determining why it is suspended or dissolved. This information can be found in the notice issued by Tennessee or by contacting the Tennessee 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 Tennessee Annual Reports and paying associated fees. In Tennessee, the LLC Annual Reports costs $50 per member while the Corporation Annual Report costs $20.
  • 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 Tennessee 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 Tennessee 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 Tennessee.

– WEBINARCARE EDITORIAL TEAM

Step 3: Obtain a Certificate of Existence

Certificate of Existence is a document issued by Tennessee 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 Existence 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 Existence in Tennessee, you will need to:

Get and Submit the Form

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

Online Application Process:
  • Visit the State Website: In Tennessee, 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 Tennessee Secretary of State to download the required application forms for the Certificate of Existence. Complete the forms, ensuring all information is accurate and up-to-date.
  • Provide Required Documentation: In Tennessee, you may need to include copies of your registration documents, Articles of Organization, 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 Corporate Filings, 312 Rosa L. Parks Avenue, 6th Floor, William R. Snodgrass Tower, Nashville, Tennessee 37243, along with the required fees.
Pay Any Associated Fees

The fees for obtaining a Certificate of Existence cost $20, vary depending on the type of business entity. Some states also offer expedited processing for an additional fee. Check the Tennessee Secretary of State website for the most up-to-date fee schedule. The Certificate of Existence’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 Existence in Tennessee.

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 Existence, you can submit your reinstatement application to the Tennessee’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 Tennessee 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 Tennessee. The cost of the reinstatement fee amounts to $70. However, the cost will vary depending on the length of time your Tennessee 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 Tennessee’s Secretary of State. The processing time for reinstatement applications can vary depending on the Tennessee and the complexity of your case. Being patient and prepared to provide any additional information or documentation requested by Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee 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 Tennessee Business Attorneys and accountants, and evaluate which option best suits your needs and long-term business objectives.

FAQs

How do I reinstate my Tennessee business after it has been administratively dissolved?
You must file an application for reinstatement and pay all fees and taxes owed to the Tennessee Secretary of State.
How long do I have after my Tennessee business has been administratively dissolved to file for reinstatement?
You have 5 years from the date of dissolution to file for reinstatement in Tennessee.
What forms do I need to file to reinstate my Tennessee business?
You need to file an application for reinstatement with the Tennessee Secretary of State.
What fees do I need to pay to reinstate my Tennessee business?
The reinstatement fee for Tennessee businesses is $100, plus any late fees or penalties for delinquent taxes.
Can I reinstate my Tennessee business online?
Yes, you can file for reinstatement of your Tennessee business online through the Secretary of State website.
Do I need to provide any additional information when I file for reinstatement of my Tennessee business?
You will need to provide all necessary tax information and documentation to prove that you have paid all outstanding fees and taxes owed in Tennessee.
How long does it take for the Tennessee Secretary of State to process my reinstatement application?
The processing time for reinstatement applications varies, but it can take up to 10 business days in Tennessee.
What happens if my Tennessee business was administratively dissolved due to failure to file annual reports?
You will need to file all delinquent annual reports and pay any fees owed to the Tennessee Secretary of State to qualify for reinstatement.
Can I continue to use my Tennessee business name if it has been administratively dissolved?
No, you cannot continue to use your Tennessee business name if it has been administratively dissolved. You must reinstate to use it again.
How long can a Tennessee business be inactive before it is administratively dissolved?
A Tennessee business can be inactive for up to two years before it is administratively dissolved.
What happens to my Tennessee business after it has been administratively dissolved?
Your Tennessee business will lose its legal existence and must be reinstated in order to exist and conduct business again.
Can I appeal a decision to administratively dissolve my Tennessee business?
Yes, you can appeal the decision to administratively dissolve your Tennessee business by following proper procedures, but it may be easier to file for reinstatement instead.
How do I change the address of my Tennessee business?
You must file an ARD form with the Secretary of State to change the address of your Tennessee business.
Do I need to notify the Tennessee Department of Revenue when I reinstate my business?
Yes, you must notify the Tennessee Department of Revenue when your business is reinstated in Tennessee.
Are there any penalties for failing to reinstate my Tennessee business?
Yes, you can be subject to fines, penalties, and even criminal charges for operating a business that has been administratively dissolved in Tennessee.
How do I look up information about my Tennessee business?
You can search for information about your Tennessee business on the Secretary of State website.
Can I reinstate my Tennessee business if I owe back taxes to the state?
No, you must pay all back taxes owed to the state of Tennessee in order to qualify for reinstatement of your business.
Can I operate my Tennessee business while it is administratively dissolved?
No, you cannot legally operate your Tennessee business while it is administratively dissolved by the state.
Will my Tennessee business lose its registered agent if it is administratively dissolved?
Yes, your Tennessee business will lose its registered agent if it is administratively dissolved.
Can I reinstate my Tennessee business while going through bankruptcy?
Yes, you may be able to reinstate your Tennessee business while going through bankruptcy, but you should consult with a bankruptcy attorney for guidance.
Can I transfer ownership of my administratively dissolved Tennessee business?
No, you cannot transfer ownership of your administratively dissolved Tennessee business until you have reinstated it.
What documents are required to be submitted with the Tennessee reinstatement application?
You only need to submit the reinstatement application to the Secretary of State for Tennessee reinstatement.
Can I complete a delayed Tennessee reinstatement?
Yes, if your statutory time for reinstatement of your Tennessee business has expired, you can complete a delayed reinstatement.
How much does it cost to file a delayed Tennessee reinstatement?
The cost of a delayed reinstatement of your business in Tennessee is $300.
If I owe franchise taxes on my Tennessee business, can I still have it reinstated?
No, if you owe franchise taxes for your Tennessee business, you must pay them before it can be reinstated.
Can I file for reinstatement if my Tennessee business has been administratively dissolved for less than 2 years?
Yes, you can seek to reinstate your Tennessee business if it’s been less than two years since it’s dissolution.
Can I keep my original incorporation date after reinstating my Tennessee business?
Yes, you can keep your original incorporation date when restoring your business in Tennessee to its active status.
Can I file for expedited reinstatement in Tennessee?
No, expedited reinstatement is not an option in Tennessee for business suspension.
How do I reinstate my Tennessee business?
You can reinstate your Tennessee business by filing a reinstatement form with the Secretary of State and paying the required fees.
What is required to reinstate my Tennessee business?
To reinstate your Tennessee business, you will need to file a reinstatement form with the Secretary of State. You may also need to pay any outstanding fees or taxes owed by your company.
How long does it take to reinstate a Tennessee business?
The time it takes to reinstate a Tennessee business can vary depending on a number of factors, such as the complexity of your business and how quickly the Secretary of State processes your reinstatement form.
Is there a fee to reinstate my Tennessee business?
Yes, there are fees associated with reinstating a Tennessee business. The exact amount will depend on a number of factors, such as the type of business you have and how long it has been inactive.
What happens if I don’t reinstate my Tennessee business?
If you don’t reinstate your Tennessee business, it may be dissolved or forfeited by the state. This can have negative consequences on your ability to conduct business and may result in penalties and fines.
Can I reinstate a Tennessee business that has been dissolved?
In some cases, you can reinstate a Tennessee business that has been dissolved. However, the process can be more complex and may require additional paperwork and fees.
How do I know if my Tennessee business has been dissolved?
You can check the status of your Tennessee business online through the Secretary of State’s website.
What types of businesses can be reinstated in Tennessee?
Most types of businesses can be reinstated in Tennessee, including corporations, LLCs, partnerships, and sole proprietorships.
Can I reinstate my Tennessee business if I never formally dissolved it?
If you never formally dissolved your Tennessee business, you may be able to simply file updated paperwork to bring your business back into good standing.
Is there a deadline for reinstating a Tennessee business?
Yes, there may be a deadline for reinstating a Tennessee business, depending on the specific circumstances surrounding your business.
Can I reinstate my Tennessee business if I owe taxes?
Yes, you can usually reinstate your Tennessee business even if you owe back taxes. However, you will need to pay any outstanding balances before your business can be fully reinstated.
Can I reinstate my Tennessee business if I owe fees to the state?
Yes, you may be able to reinstate your Tennessee business even if you owe fees to the state. However, you will need to pay any outstanding balances before your business can be fully reinstated.
Can I reactivate my Tennessee business after it has expired?
Yes, you may be able to reactivate your Tennessee business after it has expired. However, you will need to pay any applicable fees and file updated paperwork with the Secretary of State.
Do I need to file a new business registration form to reinstate my Tennessee business?
No, you do not need to file a new business registration form to reinstate your Tennessee business. Instead, you will need to file a reinstatement form and pay any applicable fees.
How can I find out if my Tennessee business has been involuntarily dissolved?
You can check the status of your Tennessee business on the Secretary of State’s website to see if it has been involuntarily dissolved.
Can I reinstate my Tennessee business if it has been involuntarily dissolved?
Yes, you can usually reinstate your Tennessee business if it has been involuntarily dissolved. However, you will need to pay any outstanding fees or taxes before your business can be reinstated.
Do I need to provide any documentation to reinstate my Tennessee business?
You may need to provide documentation to reinstate your Tennessee business, such as updated registration forms or financial records.
Can I expedite the reinstatement process for my Tennessee business?
It may be possible to expedite the reinstatement process for your Tennessee business, but you will likely need to pay an additional fee to do so.
Do I need to file anything with the IRS to reinstate my Tennessee business?
No, you do not typically need to file anything with the IRS to reinstate your Tennessee business. However, you may need to update your tax filings if your business was inactive for an extended period of time.
Will my Tennessee business keep its original registration number after being reinstated?
In most cases, your Tennessee business will keep its original registration number after being reinstated.
Will I need to submit updated registration paperwork when reinstating my Tennessee business?
In some cases, you may need to submit updated registration paperwork when reinstating your Tennessee business, such as if your business address or ownership has changed.
Can I still do business while my Tennessee business is being reinstated?
No, you cannot conduct business under your Tennessee business until it has been officially reinstated.
How will I know if my Tennessee business has been successfully reinstated?
You will receive a notice from the Secretary of State once your Tennessee business has been successfully reinstated.
Will my Tennessee business be reinstated on the same day I file the reinstatement paperwork?
In most cases, your Tennessee business will not be reinstated on the same day you file the reinstatement paperwork. It may take several days or weeks for your business to be fully reinstated.
Can I hire an attorney or a service to help me reinstate my Tennessee business?
Yes, you can hire an attorney or a service to help you reinstate your Tennessee business. However, this may result in additional fees.
What are the downsides of not reinstating my Tennessee business?
If you don’t reinstate your Tennessee business, it may be dissolved or forfeited by the state. This can have negative consequences on your ability to conduct business and may result in penalties and fines.

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Conclusion

Reinstating a business in Tennessee 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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