Do I need a tax clearance from NCDOR to reinstate in North Carolina?

Not for a dissolution alone, based on the Secretary of State instructions. If NCDOR has also suspended the company, you must first file all returns, pay the tax and a $25 reinstatement fee with NCDOR, which then notifies the Secretary of State, and then complete the dissolution reinstatement.

Can a Wyoming company be reinstated after two years?

The Wyoming Secretary of State says the statutes do not allow reinstatement after two years in administratively dissolved status. Within two years, an LLC reinstates for $100 plus all past-due reports and license taxes. After that, owners usually consider a new entity or legal advice.

Is my EIN still valid if the state dissolved my company?

Yes. State dissolution does not cancel an EIN, and the company keeps the same EIN after reinstatement. Federal returns are still due until the business is formally wound up.

How do I revive a cancelled Delaware LLC?

A Delaware LLC is cancelled after three years of unpaid annual tax. File a Certificate of Revival with a $220 state fee and pay all unpaid taxes, penalties and interest. If the original name is no longer available, the certificate must state a new name.

Reinstate a Dissolved Company: NC, Wyoming, Delaware

Q: Can I reinstate an administratively dissolved North Carolina company?

Usually yes. File every missing annual report with its fee, then file the Application for Reinstatement following Administrative Dissolution with a $100 fee, online or on paper. Reinstatement relates back to the dissolution date, and the name is protected for five years.

The short answer

A company that a state has administratively dissolved, suspended, revoked or declared void can usually be reinstated by filing every missed report and return, paying what is owed, and submitting a reinstatement application. In North Carolina that is the Application for Reinstatement following Administrative Dissolution with a $100 fee; if the NC Department of Revenue has also suspended the company, you first clear the suspension with NCDOR, including a $25 reinstatement fee. Wyoming allows reinstatement within two years for $100 plus past-due reports and taxes. Delaware uses a Certificate of Revival ($189 for corporations, $220 for LLCs) plus all unpaid taxes, penalties and interest. Your IRS EIN stays the same.

Who this applies to

Owners who received a dissolution or suspension notice. Usual causes are missed annual reports, a resigned registered agent, or an outdated address.

Owners living in China. State mail goes to the registered agent or an old address, and many people learn of the dissolution only when a bank freezes the account or a platform asks for a good standing certificate.

Restaurants and shops selling, refinancing or renewing a lease. Banks, landlords and buyers check company status.

Dormant companies being revived. It is worth checking whether reinstatement or a new company is simpler.

North Carolina: dissolution versus tax suspension

North Carolina has two different penalties, administrative dissolution by the Secretary of State and suspension at the request of NCDOR, and each has its own cure.

Administrative dissolution: Grounds include missing annual reports, fees more than 60 days past due, or no NC registered agent or office for more than 60 days. The Secretary of State first gives 60 days' notice. To reinstate, fix the cause (for example, file every missed annual report with its fee), then file the reinstatement application (Form B-08 for corporations, L-08 for LLCs) with a $100 fee, online or on paper. Reinstatement relates back to the dissolution date.

Tax suspension: When a corporation or LLC fails to file or pay for 90 days after the due date, NCDOR may have the Secretary of State suspend it (N.C. Gen. Stat. § 105-230). Acts during suspension are invalid, but tax obligations continue. To reinstate, file all returns, pay all tax, penalties and interest, and pay NCDOR a $25 fee (§ 105-232); NCDOR then notifies the Secretary of State.

Both at once: The Secretary of State calls this multiple status. Clear the suspension with NCDOR first, then reinstate from dissolution. For a dissolution alone, the Secretary of State's instructions do not call for a separate NCDOR clearance letter.

Your name: North Carolina protects the name for five years after dissolution. If the name has been taken, file a name-change amendment together with the reinstatement.

If denied: You may appeal to Wake County Superior Court within 30 days. A foreign company whose NC authority was revoked files an Application for Certificate of Authority Following Administrative Revocation with one annual report and a home-state certificate of existence dated within six months.

Wyoming: reinstate within two years

A Wyoming company dissolved for missing annual reports can reinstate online or by mail within two years; the Secretary of State says the statutes do not allow reinstatement after two years.

Fees: Reinstatement for tax is $100 for LLCs and profit corporations, plus all past-due reports and license taxes. Dissolution for having no registered agent costs more: $350 for LLCs and $250 for profit corporations.

Registered agent: You need a valid Wyoming agent in place before reinstating.

After two years: Expect to weigh forming a new company or getting legal advice on other remedies.

Delaware: Certificate of Revival

A void or forfeited Delaware corporation files a Certificate of Revival and pays all franchise taxes, penalties and interest owed when it became void.

Corporations: A corporation becomes void after a year of unpaid franchise tax or unfiled reports. The state fee for revival is $189 plus back taxes; a corporation forfeited because its agent resigned uses the revival-for-forfeiture form.

LLCs: An LLC's certificate is cancelled after three years of unpaid annual tax (6 Del. C. § 18-1108). It files a Certificate of Revival under § 18-1109 with a $220 fee plus all unpaid taxes, penalties and interest. If the name is no longer available, the certificate must state the new name. Once revived, the LLC is treated as if it had never been cancelled.

What not to do before reinstatement

Do not sign contracts, open accounts or apply for licenses in the company's name. Acts during an NC tax suspension are invalid, and a dissolved company is generally limited to winding up. Reinstatement relates back, but until it is done, counterparties can refuse to perform.

Do not rush to form a new company with the same name. It would be a new entity; contracts, accounts, licenses and tax IDs do not move over automatically.

Do not stop federal filings. State dissolution does not end your IRS obligations. The EIN remains valid, and Forms 1120, 1120-S or 1065 are still due until the business is formally wound up; late partnership and S corporation returns are penalized per owner per month.

Do not forget the bank. Banks check state status and may freeze accounts. Send them proof once you are reinstated.

A simple example

This is simplified.

Ms. Li owns a North Carolina nail salon LLC. She missed the 2024 and 2025 annual reports and the LLC was dissolved in early 2026, with no NCDOR issues. She files the two missing reports at $200 each, plus the 2026 report if it has come due by then, and pays the $100 reinstatement fee. With three reports, the total is $700. Reinstatement relates back to the dissolution date, so the lease and bank account continue.

If NCDOR had also suspended the LLC, she would first file the missing returns with NCDOR, pay the tax and the $25 fee, and then reinstate with the Secretary of State.

Common mistakes

"Dissolved means I have to start over." Most companies can reinstate, usually retroactively, keeping the original formation date.

"The IRS account closed when the state dissolved us." The EIN remains and federal filing duties continue.

"I only need this year's report." North Carolina requires every missing year; Wyoming and Delaware require all unpaid taxes.

"I can do it any time." Wyoming's normal route closes after two years, North Carolina protects the name for five years, and Delaware penalties keep growing.

What to do and when

Day 1: Check the company's status online and identify whether it is dissolved, suspended, or both.

Week 1: List the missing years, unfiled returns and the registered agent status; in NC, contact NCDOR first if there is a tax suspension.

Weeks 2 to 4: File the missing reports and returns, pay the fees, and submit the reinstatement.

After reinstatement: Download a good standing certificate for your bank or landlord and calendar the next annual report.

How YCL can help

We confirm your company's status, file missing annual reports, reinstatement applications and related state tax returns in North Carolina, Wyoming and Delaware, and coordinate with your registered agent. See our company reinstatement service.

If federal returns are also behind, we review the missing years and penalty exposure at the same time.

After reinstatement we can handle the yearly reminders. See the guides on annual reports and registered agents.

YCL Accounting & Consulting is a multi-state CPA firm serving clients across the U.S. in English and Chinese, led by co-founder Gloria (Chenchen) Liu, CPA. You can start with a free 15-minute consultation.