Key Takeaways:

  • To reinstate an LLC in Georgia, file a reinstatement application with the Georgia Secretary of State (SOS).
  • The business control number is required; if unknown, it can be found using the SOS website's search function.
  • The reinstatement fee is $250, with an additional $100 for expedited service.
  • A five-year limit applies for reinstatement; after this, a new business entity must be formed.
  • Changes can be made during reinstatement, including registered agent, business address, and LLC members.
  • An LLC not in good standing cannot conduct business, face lawsuits, or access financial institutions.
  • Reinstatement restores legal protections and limited liability status for LLC members.
  • Tax compliance and annual filings must be up to date for successful reinstatement.
  • Additional penalties may apply for noncompliance with Georgia state tax laws.
  • Alternative options include forming a new LLC instead of reinstatement, which may be more cost-effective in some cases.

To reinstate LLC Georgia businesses, go to the Georgia Secretary of State (SOS) website and request an application for reinstatement. Then, visit the Corporations Division to complete the online request form.

Information for Georgia LLC Reinstatement

Reinstatement Application

To create a reinstatement request, you must have your Georgia LLC business control number. If you don't have your control number, you can use the search option on the SOS website. Once you've logged in and entered the applicable number, you'll be able to access the reinstatement application form. The form can be mailed in or submitted in person. The street and mailing address for the Georgia Secretary of State Corporations Division is 2 MLK Jr. Dr. S. E., Suite 315, Floyd West Tower, Atlanta, GA 30334.

Timeframe for Filing

You have five years from the time the business was dissolved administratively to reinstate a Georgia LLC. If the five-year period has expired, you must file new Articles of Incorporation. The fee to file for reinstatement is $250. If you need expedited service, it will cost an additional $100. You can also start a new Georgia business entity instead of reinstating the limited liability company. This is an involved process that may have consequences. It's recommended that you consult with an account or attorney before proceeding.

After an LLC or corporation is registered with the SOS, most states require that the business file paperwork regularly either yearly or biannually. Reports may be required by some state even if no business was conducted during the previous year.

Changes to Original Business Entity

When filing to reinstate a Georgia LLC, some changes can be made that were part of the original business registration. For example:

  • You may change the person or business that is listed and who served as the registered agent for the LLC.
  • The principal address for the limited liability company may be changed on the reinstatement form.
  • The members and managers of the limited liability company may also be changed.

Reasons for Administrative Dissolution

An LLC in Georgia may be administratively dissolved due to the following reasons:

  • Failure to file the Annual Registration Report required by the Georgia Secretary of State.
  • Nonpayment of state taxes or failure to comply with tax obligations.
  • Not maintaining a registered agent in the state.
  • Engaging in activities that violate Georgia state business laws.

If your business was dissolved for any of these reasons, you must resolve outstanding issues before submitting a reinstatement application.

Steps to Reinstate a Georgia LLC

To reinstate an LLC in Georgia, follow these steps:

  1. Check Your LLC Status – Use the Georgia Secretary of State’s business search tool to confirm the dissolution status.
  2. Resolve Outstanding Issues – Pay overdue taxes, penalties, and fees before reinstating.
  3. Complete the Reinstatement Form – Access the reinstatement application on the Corporations Division website.
  4. Update Business Information (if needed) – Make changes to business name, address, or registered agent on the form.
  5. Submit the Application and Fee – The reinstatement fee is $250, with $100 for expedited processing.
  6. Wait for Processing – Standard processing can take 5-10 business days, while expedited requests are processed faster.

Once approved, your business will be restored to good standing with the state.

Tax and Compliance Requirements for Reinstatement

Before an LLC can be reinstated in Georgia, it must meet state tax and compliance requirements, including:

  • Filing all overdue annual reports with the Georgia Secretary of State.
  • Settling any unpaid state business taxes, including corporate income tax and sales tax.
  • Paying penalties and late fees imposed by the Georgia Department of Revenue.
  • Ensuring the business remains compliant with Georgia’s business license and registration requirements.

Failure to meet these obligations may result in further delays or additional fines.

Alternative to Reinstatement – Starting a New LLC

In some cases, forming a new LLC may be a better option than reinstatement. This approach may be preferable if:

  • Your LLC has been dissolved for over five years, making reinstatement impossible.
  • The cost of reinstating the business, including late fees and penalties, is higher than starting fresh.
  • You want to change the business structure, name, or management significantly.

However, forming a new LLC requires:

  • Choosing a new business name (or reserving your original name if still available).
  • Filing Articles of Organization and paying the new business formation fee.
  • Obtaining a new Employer Identification Number (EIN) from the IRS.
  • Registering for state taxes, business licenses, and permits.

Consulting a business attorney or accountant can help determine the best course of action based on your LLC’s financial and legal status.

General Information About Company Reinstatement

There are several different terms used when defining the suspension of a company's right to serve in a business capacity in a specific state. These include:

  • Administratively dissolved.
  • Involuntarily terminated.
  • Revoked.
  • Withdrawn.

If a corporation or limited liability company is terminated or dissolved or the charter is revoked, then filing for reinstatement is required. The reinstatement may be through the Secretary of State for the specific state or the Department of Treasury or Department of Taxation.

In some states, the process of reinstating a business is referred to as a revival or a good standing reinstatement. The definition of "good standing" differs from state to state, but in general, it means all required reports have been filed promptly and all fees paid. In some states "good standing" refers to the business being up-to-date with tax requirements.

In some situations, forming a new LLC is a better option than reinstatement. An example would be a company that has failed to file yearly reports, which would result in the reinstatement costing more than starting a new LLC or corporation.

In some states, a company that has been dissolved isn't eligible to conduct business until all outstanding fiscal requirements are met. In this case, when a company has lost its good standing or has been administratively dissolved, you may face fees, fines, and penalties for noncompliance. The business also can't sue or defend against a lawsuit. This may result in delayed business transactions with financial institutions, licensing agencies, contractors, and the government.

Owners of the business may also be subject to personal liability. In most states, the owner has a certain timeframe to restore the business to good standing. If the opportunity is available, it's to your advantage to use the window of opportunity.

The time that a business must be back to good standing status varies from state to state. Along with the risk of being administratively dissolved, a business also risks losing its legal liability protection. This means the assets of the members of an LLC and the owners/shareholders of a corporation are at risk.

Frequently Asked Questions

  1. How long does it take to reinstate a business in Georgia?
    Standard processing takes 5-10 business days, while expedited requests can be completed within 24-48 hours.
  2. What happens if I don’t reinstate my Georgia LLC?
    The business will remain dissolved, losing limited liability protection and the ability to legally operate in Georgia.
  3. Can I change my registered agent during reinstatement?
    Yes, the reinstatement form allows you to update your registered agent’s information.
  4. Do I need to pay back taxes before reinstatement?
    Yes, all outstanding state taxes and fees must be paid before your LLC can be reinstated.
  5. Is it better to reinstate an LLC or start a new one?
    It depends on costs, penalties, and business needs. If reinstatement fees exceed the cost of starting fresh, forming a new LLC may be a better choice.

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