Reinstate a Dissolved New York LLC

If your New York LLC was dissolved — whether voluntarily or by the Department of State for failure to comply — you may be able to reinstate it. The process depends on the type of dissolution.

For new LLC formation, see our formation guide.

Types of Dissolution in New York

Voluntary Dissolution (Articles of Dissolution)

If members voted to dissolve and filed Articles of Dissolution, reinstatement is generally NOT available. You would need to form a new LLC.

Administrative Dissolution (by DOS)

The NY Department of State can dissolve an LLC for:

• Failure to file the Biennial Statement ($9, due every 2 years)
• Failure to maintain an agent for service of process
• Filing fraudulent documents

Tax Authority Action

The NY Department of Taxation and Finance can suspend your LLC for:

• Failure to file tax returns
• Unpaid tax obligations

Reinstatement Process

Step 1: Determine the Cause

Check your LLC's status at the NY Department of State online database (dos.ny.gov). Identify why it was dissolved or suspended.

Step 2: Clear Outstanding Obligations

• Biennial Statement: File all overdue statements ($9 each) through dos.ny.gov
• Tax obligations: Clear all outstanding amounts with the Department of Taxation and Finance
• Publication requirement: Complete if never done (this alone does not cause dissolution, but may be flagged)

Step 3: File for Reinstatement

• Filed with: New York Department of State
• Portal: dos.ny.gov
• Include: Application for Reinstatement, all delinquent filings, and required fees

Step 4: Confirm Active Status

After processing, verify your LLC shows as "Active" in the DOS database.

Important Considerations

During Dissolution

• Liability protection is questionable
• You may not be able to enforce contracts in NY courts
• The LLC still exists for purposes of being sued

After Reinstatement

• Generally retroactive — treated as if never dissolved
• Existing contracts and EIN remain valid
• Update your agent for service of process if needed

Reinstatement vs. New LLC

The publication cost alone often makes reinstatement more economical than forming new.

FAQ

How long can an LLC be dissolved before reinstatement is impossible?

New York does not have a strict statutory deadline, but extended periods of non-compliance make reinstatement more complex. Contact DOS directly for LLCs dissolved more than 5 years.

Do I need to redo the publication requirement?

No — if you completed publication originally, it does not need to be repeated upon reinstatement.

Can I reinstate if the LLC was voluntarily dissolved?

Generally no. Voluntary dissolution (by member vote and Articles of Dissolution filing) is intended to be permanent. Form a new LLC instead.

For more guides, see our tutorials overview.