If your LLC was dissolved, either voluntarily or by the state, you might wonder whether it’s better to reinstate it or start fresh with a new one. The right decision depends on your goals, how long the LLC has been inactive, and whether you want to keep your business history. In this guide, we’ll break down how reinstatement works, when it’s smarter to start a new LLC, and the exact steps to get your business back on track in 2025.
What Happens When an LLC Is Dissolved
When your LLC is dissolved, it loses its legal authority to operate. You can’t legally do business, open a bank account, or sign contracts under that company name.
There are two main types of dissolution:
- Voluntary Dissolution: You closed the LLC yourself.
- Administrative Dissolution: The state shut it down due to missed filings, unpaid fees, or compliance issues.
If the state dissolved your LLC, it’s often possible to reinstate it by fixing what went wrong.
When to Reinstate Your LLC
Reinstating your old LLC is often the best choice if:
- You want to keep your original business name and branding.
- Your business has existing contracts, clients, or assets.
- You want to preserve your business credit and history.
- The LLC was dissolved recently (most states have time limits).
Reinstatement lets you pick up where you left off, which saves you time and paperwork compared to starting from scratch.
How to Reinstate a Dissolved LLC
Here’s how to get your LLC reinstated step by step.
Step 1: Identify Why It Was Dissolved
Check your state’s business database or your notice of dissolution. Common reasons include:
- Missing an annual report
- Not paying state fees
- Not maintaining a registered agent
Once you know the reason, you can fix it before applying for reinstatement.
Step 2: File the Correct Reinstatement Form
Most states require a Reinstatement Form or Application for Reinstatement.
You can usually find this on your Secretary of State’s website.
Step 3: Pay Back Fees and Penalties
Expect to pay:
- Past-due annual report fees
- Late filing penalties
- Reinstatement filing fees (usually $50 to $300)
These vary by state, but catching up on payments is mandatory before your LLC is reactivated.
Step 4: Submit Updated Reports or Documents
Some states require you to submit any missing annual reports or registered agent updates before reinstatement is approved.
Step 5: Wait for Approval
Processing time depends on the state but usually takes between 3 and 10 business days.
Once approved, your LLC’s legal status is restored, and you can resume operations immediately.
When to Start a New LLC
Starting a new LLC might make more sense if:
- Your old LLC has major debts or tax issues.
- The name is no longer relevant to your new direction.
- It’s been several years since dissolution, and reinstatement costs more than filing a new.
- You want a fresh start with new ownership, branding, or structure.
Creating a new LLC is often simpler and cleaner when your old one has complications.
You’ll get a new EIN, a new operating agreement, and clean records, but you’ll lose your business history and credit profile.
How to Start a New LLC
Starting fresh is simple, and you can do it entirely online.
Step 1: Choose Your State
Decide where you want to register. Most people file in their home state, but some choose business-friendly states like Delaware or Wyoming.
Step 2: Pick a Name
Search your Secretary of State’s business database to confirm your desired name is available.
Step 3: File Articles of Organization
This document officially creates your LLC. You can file online or by mail.
Step 4: Get an EIN
Apply for a free Employer Identification Number (EIN) from the IRS. You’ll need it for taxes and banking.
Step 5: Create an Operating Agreement
This internal document explains how your LLC operates, even if you’re the only owner.
Step 6: Stay Compliant
Keep your business active by filing annual reports and paying renewal fees on time.
If you’d like professional help, Swyft Filings and Bizee (formerly Incfile) both handle reinstatements and new LLC formations for you, ensuring every step is filed correctly.
- Starting at $0 plus state fees
- Includes branding and tax assistance
- Access to a 24/7 priority support team
- Fast and efficient LLC filing services
- Expert guidance throughout your business journey
Best for Individuals and Small Business Owners
Starting from $0 + State Fee
Key Features
Streamlined LLC formation and compliance services
Business license registration and management
Registered agent services for ongoing compliance
Why We Recommend It
- Provides a free LLC formation service (state fees still apply)
- Free registered agent service for the first year
- Ensure that all your contracts, documents, and forms are solid without the expense of hiring a lawyer
- Fast filing process that can be completed in as little as a few minutes
Pros & Cons
- Quick and easy LLC formation process
- Comprehensive compliance tools
- Affordable pricing for small businesses
- Limited additional services compared to larger competitors
- Some services may require additional fees
Reinstating vs Starting New: Which Is Better?
If your LLC was recently dissolved and in good standing before, reinstatement is the best option. But if the company’s records are messy or outdated, starting fresh can save you time and stress.
Final Thoughts
Whether you reinstate your old LLC or form a new one depends on your situation. If your business was profitable, active, and only missed a few filings, reinstating is a fast way to get back on track. But if your old business has debts, tax issues, or you’re planning a major pivot, starting a new LLC gives you a clean start. Either way, make sure to handle it correctly. Services like Swyft Filings and Bizee can guide you through reinstating your old LLC or forming a new one online in minutes, saving you from costly errors. The key is to act quickly so you can get your business legally active again and ready to grow in 2025.
