How to Reinstate Your North Carolina Corporation or LLC After Administrative Dissolution

Finding out your North Carolina business has been administratively dissolved is unsettling. But here's the good news: in most cases, you can fix this and get your company back in good standing. Here's what you need to know.

What Administrative Dissolution Means

Administrative dissolution happens when the NC Secretary of State removes your business from active status for failing to meet state requirements. Your business loses its legal standing, which means you can't conduct business, sign contracts in the company's name, or maintain your liability protection.

Don't panic if your NC LLC or corporation was administratively dissolved

Why Companies Get Dissolved

The most common reasons are:

• Failure to file annual reports - This is the big one. If you don't file your annual report with the Secretary of State, your company gets dissolved.

• Tax issues - The NC Department of Revenue can request dissolution if you haven't filed required tax returns or paid outstanding taxes.

• No registered agent - If your registered agent resigns and you don't appoint a new one, the state can dissolve your business.

• Incorrect or missing registered address on file - If the Secretary of State can't reach you at your registered office address, they may dissolve the company after failed attempts to contact you.

Step 1: Figure Out Why You Were Dissolved

Check your business status on the NC Secretary of State's website. Search for your company and look at the status and any notices. The record should show why the company was dissolved and when.

If you're not sure, call the Secretary of State's Corporations Division at (919) 807-2225. They can tell you exactly what triggered the dissolution.

Step 2: Fix the Problem

• For missing annual reports: File all delinquent annual reports online through the Secretary of State's website. You'll need to file reports for every year you missed, plus pay the filing fee for each year.

• For tax issues: Contact the NC Department of Revenue to find out what returns you need to file or what taxes you owe. Get current on all filings and payments. You may need a certificate of good standing or tax clearance from the Department of Revenue before you can reinstate.

• For registered agent issues: Appoint a new registered agent if yours resigned. Make sure you have a current, valid registered agent and registered office address.

Step 3: File Articles of Reinstatement

Once you've fixed the underlying problem, you need to file Articles of Reinstatement with the Secretary of State. The fastest and easiest way to do this is to file for Reinstatement online at the Secretary of State’s office.  If your company was dissolved for failure to file annual reports, you can take care of the missing annual reports and file the Articles of Reinstatement at the same time. Here’s a video for more instructions.

Paper forms can cost more and take much longer.  Use Form L-02 for LLCs or Form B-02 for corporations.

The Articles of Reinstatement require you to certify that you've corrected whatever caused the dissolution and brought your company current on all required filings.

What Reinstatement Costs

• Annual report filing fees for each missed year:

  • Corporations: $20 per year (online) or $25 per year (mail)

  • LLCs: $202 per year (online) or $200 per year (mail)

• Reinstatement filing fee: $100

• Any outstanding taxes or penalties owed to the Department of Revenue

How Long It Takes

Online filings typically process within a few business days. Paper filings take longer—usually several weeks.

What Happens After Reinstatement

Once reinstated, your business is back in good standing. The reinstatement relates back to the date of dissolution, which means your business is treated as if it never stopped existing. This protects contracts, agreements, and business activities that happened during the dissolution period.

Important: Your Name May Not Be Available

North Carolina doesn't have a deadline for reinstating your business—you can reinstate at any time, even years after dissolution. However, your company name is only protected for five years after dissolution. After that, another business can claim it. If someone else has taken your name by the time you reinstate, you'll need to amend your articles to choose a new name.

Getting Help

If your situation is complicated—maybe you have multiple years of missed filings, tax issues with the Department of Revenue, or your business name has been taken by another company—it's worth getting legal help. An attorney can navigate the reinstatement process, deal with state agencies, and make sure everything gets handled correctly.

Need help reinstating your North Carolina business? Legal Direction helps North Carolina businesses get back in good standing and set up systems to stay compliant. Contact us to discuss your situation.