This page is about administrative dissolution: the state closing the company for a missed filing, a missed fee, or a missing registered agent. If the owners voted to close the company, that is a different process with different rules. A registered agent is the person or company on file who can be handed a lawsuit for the business. It is not a mailbox, and a missing one is a common reason for dissolution.
Why the state dissolved it
Find the reason first. The state’s notice usually names it. If you do not have the notice, look up the company on the state business search and read the status. The usual reasons:
- A missed annual report or fee. LLC annual report covers the dates.
- No registered agent. The agent resigned, moved, or was never replaced. What happens if you don’t have a registered agent covers how that plays out.
- An unpaid state tax. Some states tie good standing to a tax account as well as the filing office.
Some states do not dissolve right away. Michigan, for example, says an LLC that misses its annual statements becomes not in good standing but still exists and can keep doing business. The fix there is a restoration filing, not a reinstatement. The steps are similar.
The general steps
- Check the deadline. Some states only allow reinstatement for a set time after dissolution. Wyoming says two years.
- Check the name. If another company took your name while you were dissolved, you may have to pick a new one first.
- Line up a registered agent. The form asks for one. If the old agent is gone, name a new one now. In Florida, the agent signs the reinstatement application.
- Gather the back filings. Every annual report or statement you missed, with its fee.
- Clear any tax hold. Some states want proof from the tax agency before they reinstate.
- File and pay. Online is faster in most states. Keep the receipt and check the record after it posts.
How it works in four states
| State | How long you have | What you file and pay |
|---|---|---|
| Florida | Any time after dissolution | Reinstatement application, $100 for an LLC plus $138.75 for each report year. The registered agent and an authorized person sign. |
| Wyoming | Two years. No reinstatement after that. | Reinstatement filing. The fee schedule lists $100, or $350 when the reason was no registered agent. |
| Indiana | Check INBiz | Reinstatement, after a tax clearance from the Department of Revenue that the state says can take 4 to 6 weeks |
| Michigan | The company stays in existence while not in good standing | Certificate of restoration of good standing, with every missed annual statement and fee |
Florida
Fla. Stat. § 605.0715 says a dissolved LLC may apply for reinstatement at any time after the dissolution takes effect. The company pays all fees and penalties owed, at the rates in effect when it applies. The application is signed by both the registered agent and an authorized company representative. It lists the principal office, the date of organization, the EIN, and at least one person who manages the company. A current annual report with the same information can stand in for the application.
Once reinstated, the statute says it relates back to the date of dissolution. The company carries on as if the dissolution never happened. One exception: people who relied on the dissolution before they learned of the reinstatement keep their rights.
The name is held for one year after dissolution. After that, another company can take it. If one does, you must amend the articles to a new name before Florida accepts the reinstatement. The Division’s reinstatement page says the application itself cannot change the name, but you can update the managers, the registered agent, the addresses, and the EIN on it. The fee is $100 for an LLC plus $138.75 for each report year. If the company was out of status less than a year, an online reinstatement paid by card posts right away. Otherwise allow 2 to 3 business days.
Wyoming
Wyoming’s business FAQ says a company dissolved for missing annual reports within the past two years, with no other problems, can reinstate online or request mail-in forms. Companies with more than one problem get mail-in forms. The FAQ also says Wyoming statutes do not allow reinstatement after two years in an administratively dissolved standing. After that, the company is gone. You would form a new one.
The fee schedule, revised June 2026, lists a general LLC reinstatement at $100 and a “Reinstatement for No Registered Agent” at $350. Losing the agent is the expensive reason.
Indiana
Indiana’s Business Entity Report page says a missed report leads to administrative dissolution for an Indiana company, or revocation for a company from another state. A company in that status can generally only apply for reinstatement or wind up its affairs. Reinstatement needs a tax clearance from the Department of Revenue, which the state says can take 4 to 6 weeks. The business may lose its business name and any assumed names. Start the tax clearance first, since it is the slow part. The Indiana scorecard covers the registered-agent rules you will need to meet on the filing.
Michigan
Michigan works differently. Under MCL 450.4207a, an LLC that misses two annual statements in a row, and then does not file within 60 days after LARA’s notice, is not in good standing. The statute says the company remains in existence and may continue to transact business in Michigan.
To fix it, file a certificate of restoration of good standing. It names the company as it was when it lost good standing, lists the current resident agent and registered office, and comes with the annual statements and fees for every year that was missed, plus the restoration fee. Michigan calls the registered agent a resident agent. Resident agent vs registered agent covers the Michigan rules and the $5 change form.
After you are reinstated
- Order a certificate of good standing if a bank or another state asked for proof. What is a certificate of good standing covers how.
- Check the agent line on the public record. Make sure it shows the agent you named.
- Put the next annual filing on the calendar, with a reminder a month early.
- Update the email and mailing address the state uses for notices, so the next warning reaches you.
Short answers
Is reinstating cheaper than forming a new LLC?
Sometimes not. You pay every missed fee plus the reinstatement fee. But reinstating keeps the same company, its EIN, its contracts, and, in Florida, its history as if the gap never happened. A new LLC starts from zero.
Can I reinstate if I already formed a new LLC with the same name?
Two companies cannot hold the same name in one state. Talk to the state office and a lawyer before you file anything else.
Do I need a new registered agent to reinstate?
You need a current one. If the old agent is still active and willing, keep them. If not, name a new one on the form. What is a commercial registered agent? covers the paid option.
Sources
Pages below were read October 20, 2026.
- Fla. Stat. § 605.0715. Reinstatement any time after dissolution. All fees and penalties at current rates. Signed by the registered agent and an authorized representative. Relates back to the dissolution date. Name held one year.
- Florida Division of Corporations, Reinstatement. LLC $100 plus $138.75 for each report year. The name cannot be changed on the reinstatement. The agent and addresses can. Posts immediately if out of status under a year.
- Wyoming Secretary of State, business FAQ. Reinstatement online within two years for missed annual reports. No reinstatement after two years.
- Wyoming Secretary of State, Business Division Filing Fee Schedule (revised June 2026). LLC reinstatement $100. Reinstatement for no registered agent $350.
- Indiana INBiz, Business Entity Report. Missed report: administrative dissolution or revocation. Reinstatement needs a Department of Revenue tax clearance, 4 to 6 weeks. Names may be lost.
- MCL 450.4207a. Not in good standing after two missed statements and 60 days. The company remains in existence. Certificate of restoration of good standing with all missed statements and fees.