Creating a corporation is a relatively straightforward process. Maintaining a corporation, however, can be complex -- especially if there are numerous shareholders. Occasionally a corporation's officers may neglect to complete some of the required administrative duties. Fortunately, a company can reinstate its corporate status as long as it has not been out of compliance for too long.
Confirm the corporation's status with the secretary of state of the state in which the articles of incorporation or certificate of formation were filed. You may have received a notice of impending administrative dissolution for failure to file the annual report or pay the annual registration fee.
Determine how long ago your corporation was declared "administratively dissolved." If your state lists corporation status information on its secretary of state Web site, it will typically show the dates of incorporation, latest annual filing and dissolution. Otherwise, you may need to call or write to obtain this information. All states allow an inactive, administratively dissolved company to reinstate as long as the lapsed period is within the state maximum. For example, in Arizona, corporations can request reinstatement provided they have been administratively dissolved for less than six years.
Apply for Reinstatement. Some states, including Texas, Georgia and California, make a reinstatement application available on the secretary of state Web site. Other states, including Arizona, require that you call to begin the application process. The corporation's organizer, officer or registered agent must complete and sign the application.
Submit the documents and payment either online or via mail. All reinstatement applications require the payment of a reinstatement fee. If submitting online, you can make the payment using a credit or debit card. Otherwise, remit the application by mail with a money order, cashier's check or business check. Many states do not accept personal checks.
Tips
If you mail in your reinstatement application and payment, use certified mail. You want to ensure the secretary of state receives your application in a timely manner, especially if you are close to the reinstatement deadline. In addition, you are not allowed to operate your corporation until it is reinstated, so time is of the essence.
Warnings
After you successfully reinstate your corporation, do not allow it to lapse into administrative dissolution the following year. Submit your annual report, any other requested documentation and applicable fees before the due dates.
References
Writer Bio
Tiffany C. Wright has been writing since 2007. She is a business owner, interim CEO and author of "Solving the Capital Equation: Financing Solutions for Small Businesses." Wright has helped companies obtain more than $31 million in financing. She holds a master's degree in finance and entrepreneurial management from the Wharton School of the University of Pennsylvania.