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How to Reinstate a Company Following Administrative Dissolution
How to reinstate a company after it has been administratively dissolved due to, in most cases, the failure to: File an annual report on a timely basis, or re-submit a rejected annual report.
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I literally needed this exact information and here we are. You’re an angel 😭
@NCSecState
4 жыл бұрын
We are pleased you found this video helpful! More information can be found on our website at www.sosnc.gov/divisions/business_registration. If you have specific questions, you may contact our Business Registration Division at (919) 814-5400, Option 1, between 8am-5pm, Monday-Friday (excluding holidays). You may also email questions about annual reports to arinfo@sosnc.gov. Best wishes for success with your business!
@internationalpeso1795
2 жыл бұрын
@@NCSecState if my lock was administratively dissolved will this reflect on my credit because I’m planning on not paying for a annual report because it’s too expensive and I never did anything with my llc I totally forgot about it.
@NCSecState
2 жыл бұрын
@@internationalpeso1795 There are many factors that credit rating agencies use to determine credit worthiness. The dissolution (administrative or otherwise) of a business entity will obviously affect the credit worthiness of that business entity. We cannot say categorically that an administrative dissolution has any effect, positively or negatively, on the credit rating of an organizer or manager of the entity. However, generally speaking the administrative dissolution of a corporation or LLC should not affect the credit rating of an organizer or manager, unless that person did something like guarantee the debts of the business entity and failed to pay those debts off. The NC Department of the Secretary of State does not currently report administrative dissolutions to any credit rating agency. Although you do not indicate that this is an issue, please be aware that if, for some reason, your company was put into revenue suspension by the NC Department of Revenue (DOR), DOR does not recognize administrative dissolution as "permanent" because it can be reversed by simply filing the missing annual reports and fees for each missing year along with the Application for Reinstatement Following Administrative Dissolution. If you find yourself in this situation, then you may want to speak with an NCDOR representative, or your attorney, about the options available to you.
@internationalpeso1795
2 жыл бұрын
@@NCSecState Okay thank you. You also seem knowledgeable do you have any connections as to how i can get credit repair or do you have any recommended person that you may have that i can get my credit repair done?
Outstanding detailed information. I love NC Secretary of State
@NCSecState
Жыл бұрын
Thank you for your kind comments. We are pleased you found our tutorial helpful. Other tutorials can be found at www.sosnc.gov/divisions/business_registration/Video_Library. We have also compiled a searchable database of resources - lenders, mentors, business counselors, etc. - as part of our Resources for Innovators, Start-ups and Entrepreneurs (RISE) Initiative (sosnc.gov/rural_rise/index). Most of the resources are local and many offer services for free or minimal cost. When complete, the database will include resources for every county. If your county isn't listed, stay tuned! In the meantime, there are state-wide providers listed you might find helpful. Best wishes for success with your business!
Thank you so much! This cleared up questions I had about (1) do I need to mail the forms and (2) do I mail them all together, because the website says the annual reports go to a different address than everything else.
What if you did not file an annual report bc your business was not running or you weren’t in business for said “missed years” would I still have to pay for reports where I was not working under my business at the time?
@NCSecState
7 ай бұрын
Thank you for your question. North Carolina law requires certain business entities (including business corporations and limited liability companies) to file annual reports in order to operate lawfully in North Carolina, regardless of whether they transact any business. The annual report does not require disclosure of any financial information about the company. It simply is an important declaration that the business is continuing to operate, thereby ensuring that banks, businesses and others have accurate contact information for that business. It also allows the business owner to keep the name of the business. As long as the business owner files an annual report (or amends one that was filed earlier in the year), and provides accurate contact information for company officials and registered agent, then the business may remain in good standing. If a business fails to file its annual reports, and the business owner does not dissolve the company voluntarily, the Department is required by law to dissolve the company administratively. However, this is not an immediate process and the Department provides business owners ample opportunity to stop this process. But it does require the business owner to file all missing annual reports PLUS the fees for all missing reports PLUS a reinstatement fee if we have already dissolved the company. The video above describes the process for reinstating a business following administrative dissolution. Additional information about this process can be found on our website at www.sosnc.gov/divisions/business_registration/Reinstatement_and_Requalification. If your business has been administratively dissolved, and you find the missing fees to be too burdensome and/or maintaining the business's exact name is not important to you, then you might find it advantageous to simply create a new business. For information on how to do this, see the information on our website at www.sosnc.gov/Guides/launching_a_business. We hope this information is helpful. If you have further questions about annual reporting requirements, you may contact our Business Registration Division at (919) 814-5400, Option 3, or via email at arinfo@sosnc.gov.
Is question 4 on the reinstatement form required to answer? I'm confused on what its asking and if it really applies to me?
@NCSecState
3 жыл бұрын
You should check 4b. The grounds for administrative dissolution have been eliminated. Generally, you would put in a statement such as "all required annual reports have been submitted."
Hi, I am an owner of a non-profit and I failed to submit my annual report. I missed only one year. However, it still says on the website that we have active status. Could you give some insight on why this might be? I would greatly appreciate it.
@NCSecState
Жыл бұрын
Thank you for your question. Nonprofit corporations are not required to file annual reports in North Carolina. That is why your company is showing as current-active on our registry. Nonprofits are, however, required by statute to file amendments for changes within 60 days of a change. If your nonprofit is required to be registered as a charity or professional fund-raiser, information is updated at the time a renewal application is filed. We hope this information is helpful.
If my business was created 6/3/2020 and one annual report was filed 4/14/21 but none others were filed- and the AMD dissolution was filed 5/16/23- Would I have to submit the annual reports for 2022, and 2023? Or would I have to submit 2021, 2022, and 2023? This is assuming I submit them 8/15/23!
I missed two years of annual reporting. I have to send the annual reporting fee as well as the reinstatement fee, correct?
@NCSecState
6 ай бұрын
Thank you for your query. If your business was formed as a business corporation, limited liability company or a limited liability partnership, state law requires you to file an annual report or face administrative dissolution. If your business has been administratively dissolved by our agency, you are required to submit: an annual report for each year you missed (along with the accompanying fee for each missing year- Bus Corp $25 and LLC and LLP $200); the annual report that is due by April 15th of this year (along with the accompanying fee); and the application for reinstatement (along with the accompanying $100 fee). We hope this information will be helpful. If you have questions, you may contact our Business Registration Division at (919) 814-5400, Option 3, or email your questions to arinfo@sosnc.gov.
Can I purchase a dissolved llc in NC? It's been over 10years since they were in business.
@NCSecState
2 жыл бұрын
Thank you for your question. The Business Registration Division is often asked if a dissolved company can be purchased. No, it cannot be purchased; however, the name would be available 5 years after an administrative dissolution and 120 days after a voluntary dissolution. But the entity would be a separate company and would need its own EIN (see: www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online) and NC Department of Revenue (see: ttps://www.ncdor.gov/taxes-forms/business-registration/online-business-registration) identification numbers. Business owners who are considering doing this, however, should research the name carefully to ensure they are aware of -- and are comfortable with -- any negative reports or publicity involving the previous company. Although theirs would be an entirely new business and may not be affiliated with the previous business in any way, public perception might be hard to correct or overcome.
Although it is for a different state i assume it can still be applied, what if i would like to acquire a company that is both inactive and cancelled, one that was cancelled in oh, 1900. If this was in NC, i assume these can be applied despite earlier filing paperwork might no longer exist outside of state files which possibly have since been destroyed
@NCSecState
Жыл бұрын
Thank you for your question. While we cannot speak to the laws of another state, no one is permitted to reinstate a company in North Carolina unless there is a connection between the person who is attempting to reinstate the company and the administratively dissolved entity. The filer would be asked for documentation on the connection to the original company. However, a person could form a brand new business under the former name if the former name is currently available on the records of our office.
So if you missed 2 annual reports (LLC) you would have to file the 2 years you missed, pay both 200$ fees, wait for that to process and then file the reinstatement request for admin dissolution? Or can I send all the documents at the same time? Thank you for your help!
@teresaneria8361
10 ай бұрын
As I understand it, all forms need to be submitted at the same time. And only one check must be sent with the total amount, in this case, would be $500 total.
How do you file articles of dissolution online on the Secretary of State page?
@NCSecState
4 ай бұрын
If you wish to file Articles of Dissolution, you may do so by first searching your company at www.sosnc.gov/online_services/search/by_title/_Business_Registration. Click the "Upload a PDF filing" icon (document with a + symbol). Log into your account. Choose "Dissolution/Withdrawal" in the "Filing Type" search box, and follow the prompts from there. If you have any problems or questions, you may contact our Business Registration Division at (919) 814-5400, Option 3, or email the Division at corpinfo@sosnc.gov.
Can a company change the nature of business in the annual report or is there any other way to do it?
@NCSecState
7 ай бұрын
Yes. Making the change in the annual report is the appropriate way to update this information. If you have any further questions, you may contact our Business Registration Division at (919) 814-5400, Option 3, or email your questions to arinfo@sosnc.gov.
How do I download pre-populated report
Can I file a new LLC when the same name was used by another LLC that was administratively dissolved many years ago?
@NCSecState
3 жыл бұрын
The name is protected for five years after an administrative dissolution. So if it has been more than five years, and nobody else is using it, the name would be available.
@emilegebel4025
2 жыл бұрын
@@NCSecState what happens with company assets if a dissolved LLC is not reinstated within 5years
@NCSecState
2 жыл бұрын
@@emilegebel4025 Thank you for your question. If an LLC voluntarily dissolves, it is expected to liquidate its assets in a timely and orderly fashion. If an LLC is administratively dissolved (which sounds like the case you describe), there is no firm time when businesses must wind up operations and liquidate assets. The LLC manager(s) or their legal representatives do the winding up in most cases. Creditors must be paid first. The operating agreement should state how the remaining assets get distributed to the LLC members. If there isn't an operating agreement and a disagreement arises among the LLC members, a court may have to get involved to decide how to share the remaining assets. In any case, this is not something over which the Secretary of State's Office has any authority. We suggest you consult a licensed attorney who has experience with corporate law.
Does anyone know where to find the cover letter on the site?
@NCSecState
Жыл бұрын
See the information on our website at www.sosnc.gov/divisions/business_registration/Reinstatement_and_Requalification.
Its 2024. How is it that this cannot be done over the internet? My tax dollars at ...work?
How long it’s take to dissolve llc
@NCSecState
2 ай бұрын
Thanks you for your question. Please see the information on our website at www.sosnc.gov/divisions/business_registration/closing_nc_business. You may file Form L-07 ($30.00) either electronically (recommended) or by mail. To file electronically, simply search your company at www.sosnc.gov/online_services/search/by_title/_Business_Registration, then click the document icon that has a "+" symbol on it and log into your account. In the "Filing Type search box, choose "Withdrawal/Dissolution" and follow the prompts. If you have problems or questions, you may contact our Business Registration Division at (919) 814-5400, Option 3, or via email at corpinfo@sosnc.gov. Best wishes.
Does anyone know how long after sending info should my LLC be reinstated?
@NCSecState
Жыл бұрын
Because of staffing shortages that have affected all industries and the tremendous number of filings we have received, it is currently taking approximately 15-18 business days from time of receipt to process reinstatement filings. You can see our document turnaround times at www.sosnc.gov/divisions/business_registration. If you believe your filing is outside this window, or have a specific question, you may email it to arinfo@sosnc.gov. Please be sure to identify your business fully and include your name and daytime contact information in your message. It is also helpful if you provide the check or money order number you used to pay for your filing.
@itsbrianda4
Жыл бұрын
@@NCSecStateThank you! The information you have provided has been helpful.
How do I go back into my LLC and change things
@NCSecState
Жыл бұрын
The appropriate method of notifying our office with regard to any changes that must be made to a corporation’s officers or a LLC’s company officials would be either to file an Annual Report, if it is due, or amend an Annual Report if the current year’s Annual Report has already been filed. We encourage you to do this online. Simply go to www.sosnc.gov/divisions/business_registration and click the yellow box on the right hand side entitled “File Business Annual Report HERE!”. If no annual report is due because the company is newly formed, file Form L-17, Amendment of Articles of Organization (www.sosnc.gov/FormL17), with our office to remove an officer or company official. (A notarized statement of dissociation is required when removing an officer or company official.) That form can also be filed to add a new officer or company official. The Articles of Amendment must be signed by one of the entity’s current officers or company officials. Please ensure that the new officer or company official’s address is included in the Amendment of Articles of Organization. As a reminder, we have lots of information on our website designed to help you succeed, including: 1) a checklist for new businesses (www.sosnc.gov/Guides/launching_a_business/new_business_checklist); 2) information about maintaining your registration (www.sosnc.gov/Guides/launching_a_business/maintaining_registration); 3) a free subscription service to help you protect against having your business identity stolen from you (www.sosnc.gov/divisions/business_registration/online_business_services#Monitor); and, 4) a searchable database of local resource providers, including funders, mentors, business counselors, and more (sosnc.gov/rural_rise/index). We hope you will find all of these resources helpful. If you have further questions, you may contact our Business Registration Division at (919) 814-5400, Option 3, or email your questions to corpinfo@sosnc.gov. We send our best wishes to you for success with your business! Sincerely, NC Department of the Secretary of State
@minos7864
Жыл бұрын
how do i get to edit mode so i can edit my llc so i can file for a ein number @@NCSecState
@NCSecState
Жыл бұрын
@@minos7864 You do not apply for your EIN through our agency. You obtain your EIN from the IRS. See the information at www.irs.gov/businesses/small-businesses-self-employed/how-to-apply-for-an-ein.
@minos7864
Жыл бұрын
@@NCSecStatewhen I try to open the l-17 link it says error 404 is there another way please let me know
Can I purchase an aged Corporation this way?
@NCSecState
4 жыл бұрын
Not unless you have a connection as an officer of the company. If you have any other questions, you may contact our Business Registration Division at (919) 814-5400, Option 1, between 8am - 5pm, Monday-Friday (excluding holidays). You may also email your questions to corpinfo@sosnc.gov.
Hey mid Marshal I have received certificate administrative dissolution paper not sure why
@NCSecState
4 жыл бұрын
You may contact our Business Registration Division at (919) 814-5400, Option 1 and a representative will be happy to explain the situation and assist you in getting it resolved.
Warning this video is not accurate. My company was dissolved for failure to make payment and I filled out the L-08 form as stated and sent the check and I got a rejection letter stating that I needed to send in an Annual Report as well as the L-08.
@NCSecState
4 жыл бұрын
Reinstatement does require that you submit all past due annual reports along with an Application for Reinstatement following Administrative Dissolution and all fees due. Please contact our Business Registration Division at (919) 814-5400 (option 1) and a representative will be happy to assist you in resolving your specific concern.
@Juicedbyju
7 ай бұрын
What if you did not file an annual report for some years bc your business was not running or you weren’t in business? do I still have to pay for reports where I was not working under my business at the time?