What happens, in order
States differ on names and timing, so each stage names a state whose official page we read. Check yours in the late-fee table.
A late fee or penalty is added
Many states charge once the due date passes. In Florida, the late fee applies after May 1.
The LLC is marked delinquent or not in good standing
A Delaware LLC that skips its annual tax ceases to be in good standing and cannot get a certificate of good standing. In New York, a missed biennial statement shows as past due on any Certificate of Status, which the state says may stop certain business transactions.
The state sends a notice
Notices go to the registered agent on file. In Texas, the Comptroller sends Form 05-211, a notice of intent to forfeit the right to transact business. Nevada’s statute says not receiving a notice does not excuse the penalty, so keep the agent’s address current.
The state dissolves the LLC
A Florida LLC that has not filed by the third Friday in September is dissolved on the fourth Friday. It exists only to wind up its affairs, and its registered agent can still be served. Wyoming dissolves an LLC that has not filed within 60 days after the due date.
The charter is revoked, forfeited or suspended
Some states go further. Nevada revokes the charter on the first day of the first anniversary of the month after the filing was due. Kansas forfeits an LLC after a three-month delinquency period. California’s Franchise Tax Board says a suspended LLC loses the right to its business name and cannot bring or defend a court action.
Reinstatement brings it back
File the missed reports, pay what is owed and apply to the state. Florida’s reinstatement is retroactive to the dissolution date. Some states close the door: Wyoming does not allow reinstatement after two years, and Nevada bars it after five years revoked. See how reinstating an LLC works.
Our guides for seven states:
Fix it this week
- Find your status. Search the LLC on your state’s business search; the status line tells you which stage you are in. Official pages are linked in the late-fee table. Not sure a letter is real? Check the notice first.
- File every missed report. Not only the latest one. Florida charges reinstatement for each report year missed.
- Pay what the state asks. That includes the late fee and any back fees. In Texas, the Comptroller comes first and the Secretary of State second.
- Request reinstatement if the LLC is dissolved. Check your state’s window before you wait. We prepare the filing if you want it done for you.
- Set reminders. Put the next due date on a calendar with free reminders, or look it up in the deadline calculator.
General information from state pages, not legal advice. Fees and rules change, so confirm on your state’s page.