Reinstate an LLC in Delaware

Delaware runs its LLCs on a simple, unforgiving clock: a flat annual franchise tax due every June, no annual report to file, just the tax. Miss it and the LLC slides out of good standing; leave it long enough and Delaware voids the entity. Reviving it, Delaware calls the filing a Certificate of Revivalis straightforward mechanically, but it is gated behind paying every dollar of back franchise tax, penalty and interest first. This page walks the whole route, the running cost, and the point where it's worth asking whether the Delaware entity is worth bringing back at all.

What does losing good standing, or being voided, mean in Delaware?

A Delaware LLC doesn't file an annual report; its one recurring obligation is the flat annual franchise taxdue each June (around $300 for an LLC). Miss it and two things happen: the tax goes delinquent and picks up a penalty of around $200 plus interest, and the LLC loses its good standing. Left unpaid across successive years, Delaware eventually voids the entity, its charter is no longer in effect.

A Delaware LLC that isn't in good standing can't get a certificate of good standing (which banks, lenders, investors and other states routinely ask for), can face obstacles maintaining lawsuits, and can't cleanly complete other filings. Because so many Delaware LLCs exist specifically to hold IP, raise money, or sit atop a corporate structure, losing good standing is often more damaging in practice than the modest tax that caused it. And critically, the franchise tax keeps accruing the entire time, being voided does not stop the clock.

How do you revive a Delaware LLC, step by step?

Revival is tax-gated: the Division of Corporations won't process the Certificate of Revival until the franchise tax account is fully paid.

1. Confirm the status and the balance. Check the entity's standing with the Division of Corporations and total the outstanding franchise tax, penalties and interest across every delinquent year.
2. Pay all back franchise tax. Every year's flat tax that went unpaid, plus the annual late penalty and accrued interest. This is the bulk of the cost.
3. Prepare the Certificate of Revival. Complete the Certificate of Revival of a Limited Liability Company, confirming the LLC's current details and registered agent.
4. File it with the Division of Corporations. Submit the certificate with the revival fee (around $200). Confirm the current fee and any submission requirements before filing.
5. Confirm restored standing. Once processed, request a certificate of good standing if you need one for a bank, lender or counterparty relying on the entity.

What does revival cost in Delaware, and how long does it take?

Delaware's LLC franchise tax is a flat figure of around $300 a year, and a delinquent year carries a penalty of around $200 plus interest. So the arrears grow by roughly $300 plus penalty per missed year, a two-year lapse alone can approach the high hundreds before the revival fee. On top of the tax sits the Certificate of Revival filing fee, which is around $200. Confirm the current franchise tax, penalty, interest and revival fee with the Delaware Division of Corporations, because these figures are set by the state and do change. Total your own number from your specific delinquent years rather than relying on an estimate.

Timing depends mostly on getting the tax paid, since revival can't proceed until it is. Once the account is clear and the certificate is filed, Delaware typically processes standard filings within a few business days, and same-day or expedited service is generally available for an additional fee if you're against a deadline. Processing times vary with volume, so confirm the current window if timing is tight.

What do you have to clear first in Delaware?

• All back franchise taxthe flat annual tax for every year the LLC didn't pay.
• Late penaltiesaround $200 for each delinquent year.
• Accrued interestadded to the unpaid balance over time.
• The revival feethe Certificate of Revival filing fee, around $200.
• A registered agentyou must have a valid Delaware registered agent in place for the filing.

Here's the catch worth knowing before you decide anything: Delaware requires the franchise tax paid in full to cancel an LLC too, not just to revive it. So the tax cleanup is unavoidable either way, the only choice is whether, after paying, you revive the entity or end it.

What happens to your EIN and federal taxes in Delaware?

Here's the piece Delaware's revival process never touches: your EIN and the IRS business account behind it. Whether you revive the LLC or let it go, the franchise-tax cleanup only settles the state side of the ledger. The IRS keeps its own separate record, and the two don't talk to each other.

If you're reviving to keep operatingthe federal side simply continues, the same EIN carries on and you keep filing federal returns each year as normal. Paying the Delaware franchise tax and restoring good standing changes nothing about your federal obligations, and a revived LLC that stops filing federal returns just creates a fresh problem later.

If you're leaning the other way, cancelling the LLC rather than reviving it, remember that the IRS never cancels an EIN. The number is permanent and is never reassigned. Instead you ask the IRS to close the business account attached to the EIN, and it won't do that until your final federal returns are filed and marked final. This is the single most-missed step when people close a company themselves: they file the state paperwork, assume they're finished, and leave an open IRS account quietly expecting returns.

Delaware LLCs are so often formed as holding or structuring vehicles that the federal loose ends can be significant, an EIN opened for a plan that never fully happened, returns never filed. Settling the winding-up properly, providing for any debts, filing the outstanding returns, and closing the IRS account, is what turns a lapsed Delaware LLC into one that's genuinely, finally closed.

Should you reinstate, or dissolve and start fresh?

Because Delaware makes you clear the back tax before either revival or cancellation, the real decision is what you do after paying: bring the entity back, or close it.

Revive when the LLC genuinely matters, it holds IP or contracts, has investors or a cap table, sits in a corporate structure, holds a bank account, or carries a Delaware entity history that other parties rely on. In those cases continuity is exactly the point of a Delaware entity, and the back tax is the cost of keeping it.

Cancel and start fresh when the LLC is a dormant shell, formed for a plan that never happened, holding nothing of value. Once you've paid the tax you have to pay anyway, filing a Certificate of Cancellation ends the entity and stops future franchise tax, rather than paying a revival fee to keep a company you won't use. If you ever need a Delaware LLC again, you form one. We work through that call on reinstate or start a new LLCwith background on how entities lapse under administrative dissolution.

If cancellation is where you land, that's the job we do. See how to dissolve an LLC in Delaware for the cancellation route, or the full dissolution guide for everything, including closing the IRS business account behind your EIN.

Not sure which way to go?

Since Delaware makes you clear the tax either way, the only question left is revive or cancel, and a specialist can help you weigh it. We'll give you a straight read on which makes more sense for your entity, even when the honest answer is that you don't need us.

This page explains Delaware revival for information. Filings are made with the Delaware Division of Corporations directly; our own service is business dissolution, not reinstatement. Fees change, confirm current requirements with the Division of Corporations before filing.