Fixing a dissolved entity
How to reinstate an Illinois LLC or corporation
The short answer
File an Application for Reinstatement with the Illinois Secretary of State, together with every missed annual report and the amounts owed. The reinstatement fee is $200. Reinstatement is available for 5 years (60 months) after the date of administrative dissolution.
What administrative dissolution means
Administrative dissolution is what happens when the Secretary of State dissolves an LLC or corporation for failing to file its annual reports or pay what it owes. The business does not legally exist as that entity while dissolved.
The steps, in order
- Check status. Check the entity’s status and what is owed in the Secretary of State’s business search.
- Gather the missed years. Every missed annual report must be filed and paid: $75 per missed year, plus a $100 penalty for each late report, plus interest. A corporation also owes any franchise tax for those years.
- File the application. For an LLC it is Form LLC-35.40/45.65. For a corporation it is Form BCA 12.45/13.60. File it with all back reports and amounts. Reinstatement can be filed online through the Illinois Secretary of State for many entities.
- Confirm the entity shows active again in the business search.
Worked example: an LLC with two missed years
| Item | Amount |
|---|---|
| Reinstatement fee | $200 |
| Missed annual reports (2 x $75) | $150 |
| Late penalties (2 x $100) | $200 |
| Interest | Additional |
| Total before interest | $550 |
Once reinstated, the entity is treated as though the dissolution never happened, so restarting annual reports on time is what keeps it that way. See the Illinois LLC annual report and Illinois corporation annual report guides.
FAQ
How long do I have to reinstate? 5 years (60 months) after the date of administrative dissolution.
What happens after the window closes? The entity cannot be reinstated. Starting over with a new entity is the remaining path.
Is the fee different for a corporation? No. The reinstatement fee is $200 for an LLC and a corporation alike. A corporation also owes any franchise tax for the missed years.
Can I file online? For many entities, yes, through the Illinois Secretary of State.
What if I would rather close the business? See how to dissolve an Illinois LLC properly instead.
Related guides
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General information, not legal or tax advice.