Delaware certificate of revival: reviving a void Delaware entity

A void Delaware entity looks finished. Under Delaware law it is recoverable. A corporation, LLC or LP that lapsed for unpaid tax, an unfiled annual report or a missing registered agent can be brought back by filing the revival certificate for its entity type after the arrears are paid. Once filed, the certificate revives a corporation "with the same force and effect as if its certificate of incorporation had not been forfeited or void," under the corporate revival statute, 8 Del. C. § 312. The LLC and LP statutes contain matching language for canceled certificates (6 Del. C. § 18-1109 and § 17-1111).

The stakes show up at closing. While a corporation's charter is void, Title 8, Chapter 5 declares "all powers conferred by law upon the corporation" inoperative. An LLC or LP that stops paying its annual tax cannot get a Certificate of Good Standing until restored, which can stall a financing, add-on acquisition or bank account opening for a fund vehicle, holdco or portfolio company. Delaware reported 2,287,728 total business entities for calendar year 2025 in its annual statistics, and every new fund SPV adds to the lapse risk.

Delaware certificate of revival: the short answer

A Delaware certificate of revival is a different document for each entity type, and the state expects the money owed before it accepts the paper. The Division's revival forms page lists the forms:

• Corporations: "Revival for Void" when the charter lapsed for unpaid franchise tax or an incomplete annual report, and "Revival for Forfeiture" when no registered agent was named after the prior agent resigned. Both are filed under 8 Del. C. § 312.

• LLCs: "Revival," filed under 6 Del. C. § 18-1109.

• LPs: "Revival," filed under 6 Del. C. § 17-1111.

The state filing fees on the Division's fee schedule, revised August 1, 2026, are $189 for a corporation (plus taxes), $220 for a domestic LLC and $200 for a domestic LP. Back taxes, penalties and interest are owed on top of that. The certificate goes to the Division through its Document Filing and Certificate Request Service or by mail, with a Filing Cover Memo attached.

The Division's cover memo instructions call for the name and address of "the person/firm submitting the request," and the certificate itself must name a registered agent.

Why Delaware entities go void or forfeited

Under 8 Del. C. § 510, a corporation that "neglects or refuses for 1 year" to pay franchise tax or file a complete annual report has a void charter unless the Secretary of State extends the time. Notice is due by November 30, with a March 1 deadline to pay and file (confirm both dates against current Division instructions each year); § 511 brings a Governor's proclamation.

Under 8 Del. C. § 136(b), a registered agent's resignation takes effect after 30 days; without a successor, "the Secretary of State shall declare the charter of such corporation forfeited."

LLC and LP certificates are canceled on the same 30-day failure (6 Del. C. § 18-104(d), § 17-104(d)) and after 3 years of unpaid annual tax (§ 18-1108(a), § 17-1110(a)).

Separate systems for tax data, agent records and payments can route notices or invoices to a dormant SPV inbox or departed controller.

Telling void, forfeited, cancelled and delinquent apart

"Void" is the corporate term, while LLCs and LPs are generally "cancelled". The Division's sample certificate list also includes a forfeiture certificate for domestic alternative entities. LLCs and LPs file no annual report. The status field descriptions map each status to its route back:

The delinquent and ceased statuses are the cheap ones to fix. An entity caught there needs a payment and, for a corporation, a report. An entity that has crossed into void, forfeited or cancelled needs a revival certificate as well.

Checking an entity's current status

The Division's free entity search does not show an entity's status. It returns the entity name, file number, formation date, registered agent and residency, and the search page says its results are "not an indication of the current status of an entity."

The paid online status service costs $10 for current status, and $20 adds the last five filings, the franchise tax assessment and the tax due. The "status as of" date is when the entity entered its current status, which shows when a corporation went void. Neither result is a Certificate of Good Standing. Running the $20 request on each portfolio entity that is not in good standing gives the starting balance for the revival steps below.

Matching the revival certificate to the entity type

Each entity type has its own form, statute and signer rule. A corporate form filed for an LLC is the wrong document, and so is a certificate signed by someone its statute does not authorize:

For the LLC route in more detail, see the guide on how to reinstate an LLC.

The current void form, revised in August 2023, is the "Certificate for Revival of Charter" and lists the $189 filing fee. Use the current PDF linked from the Division's forms page rather than a copy saved in a shared drive years ago.

Board authority for a void corporation has its own rule. Under § 312(h), the board consists of the people who would be the directors but for the voiding, and the authorization is valid if a majority of the directors then in office approves it, "even though less than a quorum," or if the sole director does.

How to revive a void Delaware entity: step by step

The sequence runs as follows: confirm status and balance, pay arrears, name a registered agent, complete and sign the certificate, submit it with the cover memo, then confirm the new status and order a Certificate of Good Standing.

Step 1: Confirm status and the exact balance due

Start with the entity's current status and an exact balance from the Franchise Tax Section. Interest accrues monthly at 1.5% for "each month or portion thereof" on tax and $200 penalty together. A balance pulled in May will be short in June.

The void corporate form requires the taxes due at voiding to be paid and every applicable annual franchise tax report to be filed online before the certificate can be filed, and points filers to the Franchise Tax Section with questions. The contact page lists Franchise Tax at (302) 739-3073, option 3. A balance quoted and paid in the same month stays accurate.

Step 2: Pay back franchise taxes, annual reports, penalties and interest

Tax instructions set corporate annual report fees at $50 (non-exempt) and $25 (exempt). Minimum tax is $175 (Authorized Shares) or $400 (Assumed Par Value Capital), maximum $200,000 ($250,000 Large Corporate Filer); the calculation page says to pay the lesser of the two methods' amounts. Section 312 requires all franchise taxes, penalties and interest due when the certificate became void. If the charter has been forfeited or void for more than 5 years, the corporation instead pays 3 times the annual franchise tax for the year of revival, at the current rate, and that payment does not reduce the franchise tax due for the year of revival itself.

LLCs and LPs owe $400 under the LLC tax section and the LP tax section, 6 Del. C. § 18-1107 and § 17-1109 (tax instructions), effective January 1, 2026 (bill page). Taxes are generally due March 1 (corporations) and June 1 (LLCs, LPs), with a $200 late penalty; confirm against current instructions each year. LLC and LP revival requires annual tax plus penalties and interest due at cancellation (§ 18-1109, § 17-1111). The Division's accessing information page says ACH debit must be used for transactions over $5,000.

Step 3: Name a registered agent on the certificate

Every revival certificate names a registered agent (§ 312; § 18-1109(a); § 17-1111(a)), and the corporate form asks for the full address, including county. The submission guide requires the agent's agreement to act before submitting a document appointing it. The change of agent page limits agent changes to Change of Agent forms, so filers can confirm whether a new agent needs a separate certificate. Portfolios can use the revival to move the lapsed entity to the agent their other entities use.

Step 4: Complete and sign the revival certificate

• Corporation: § 312 lists the original filing date and name, the name at voiding or forfeiture, any new name, the registered office and agent, Delaware organization and the date the charter became forfeited or void; the board authorizes the filing. The form asks for the current name "exactly as it appears in our records" and the actual voiding date. An authorized officer signs it under § 103, with the name typed or printed beneath.

• LLC: § 18-1109(a) lists the name at cancellation (or a substitute if it is unavailable), the formation date and the registered office and agent, and one or more authorized persons file it.

• LP: § 17-1111(a) lists the same items, and one or more general partners sign it.

Use 8.5 by 11 inch paper, black ink, and 2, 1.5 and 1 inch top, bottom and side margins, since the Division images documents.

Step 5: Submit with the Filing Cover Memo

The Division accepts revival certificates through two channels:

• The Document Filing and Certificate Request Service accepts electronic uploads Monday through Thursday from 7:45 a.m. to 11:59 p.m. and Friday from 7:45 a.m. to 10:30 p.m., closed on state holidays.

• Paper filings can be mailed, express mailed or hand delivered to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901.

The Filing Cover Memo needs the submitter's name, address, phone, fax or email, and the entity's file number; letterhead works, and online uploads generate the memo. Do not staple the documents.

Payment is by American Express, Discover, Mastercard or Visa, only through the online service (charged at processing), or by check on a U.S. bank payable to "Delaware Secretary of State".

Documents are not returned by fax or email. Completed filings return by regular mail unless the cover memo includes a FedEx or UPS account number.

Step 6: Confirm revival and order a Certificate of Good Standing

A $10 online status request confirms the new status. A short-form Certificate of Good Standing costs $50 and a long-form one costs $175, per the Division's fee schedule. Both are ordered in writing online or by mail. The stamped certificate, tax receipts and new certificate are kept together in the entity's record. Counterparties can validate a certificate for one year with the file and authentication numbers on the validation page.

Revival fees, expedite options and processing time

The Division's August 1, 2026 fee schedule sets the revival filing fees: $189 (corporation), $220 (domestic LLC) and $200 (domestic LP). Exempt corporations pay $5 for a revival. The LLC figure includes a municipality fee, and the schedule notes that municipality fees apply per LLC if registered agents sit in different municipalities. Under 6 Del. C. § 18-1105, the LLC revival fee itself is $180; the schedule's $220 is that fee plus the municipality fee the Division collects with it. The LP fee of $200 matches § 17-1107.

Expedited service costs extra on top of the filing fee. The Division's expedited services page lists these tiers:

The fee schedule lists a $200 same-day fee and a $100 24-hour fee for each revival filing; the expedited services page gives the cutoff time for each tier. The Division does not publish a standard turnaround for non-expedited filings, and its expedited page warns that requests containing errors take longer. For a revival tied to a closing date, the expedite fee is small next to a delayed signing.

Estimating total revival cost by missed years

Total cost is the filing fee plus each missed year's tax, penalty and interest. The examples below use round, hypothetical numbers and simple monthly interest on tax plus penalty; they are illustrations, not the Division's calculation. The Franchise Tax Section's figure controls.

Corporation, one missed year. Assume a $400 tax under the Assumed Par Value Capital method.

1. Tax plus penalty: $400 + $200 = $600.

2. Interest at 1.5% per month on $600: $9 per month. Over 12 months: $108.

3. Annual report fee: $50.

4. Revival fee: $189.

5. Total: $600 + $108 + $50 + $189 = $947.

Each additional missed year adds its own report fee, tax, $200 penalty and interest. If the charter has been void more than 5 years, § 312 replaces the back taxes and penalties with 3 times the current annual tax; at $400, that is $1,200, plus the current year's tax, which the 3x payment does not reduce, plus the revival fee.

LLC, three missed years before cancellation. Assume the $400 annual tax for every year.

1. Tax: 3 × $400 = $1,200. Penalties: 3 × $200 = $600.

2. Interest at $9 per month per unpaid year ($600 × 1.5%): year one for 36 months is $324, year two for 24 months is $216, year three for 12 months is $108, totaling $648.

3. Arrears: $1,200 + $600 + $648 = $2,448.

4. Revival fee: $220. Total: $2,668.

Across a portfolio, the math compounds the same way. Ten LLCs in the second example would carry $26,680 before expedite fees, and every month of delay adds interest to each one.

Avoiding rejected revival filings

Check the stated form and submission requirements before filing. Title 8 gives the mechanism for corporations: under § 103, the Secretary of State may hold a defective instrument "in suspension," and a corrected replacement delivered with the required taxes and fees within 5 business days after notice keeps the original filing date. While a corporate instrument sits in suspension, no Certificate of Good Standing issues.

Two more checks prevent rejections:

• Balance and fee mismatch: The arrears the Franchise Tax Section quotes are paid before filing, and the current fee schedule is the one to use. The August 1, 2026 schedule sets $189 for a corporate revival.

• Form for the entity type: A corporation uses "Revival for Void" or "Revival for Forfeiture" according to its status, and an LLC or LP uses "Revival".

Deciding whether to revive or re-form

A revival certificate restates the entity's original formation date. For a corporation, a § 312 filing treats the charter as never having become void or forfeited. The old name carries over only if no other entity has adopted it in the meantime. Under § 312, a corporation whose name was taken during the void period cannot revive under that name and must state another. The LLC and LP certificates likewise state a new name when the old one is unavailable. The Division's FAQ offers 120-day name reservations at $75 per name.

A new formation has a formation date of its own, while a revival certificate carries the original one forward. Corporations face no revival deadline: § 312 allows a revival "at any time." The LLC and LP revival sections condition revival on fees, tax, penalties and interest rather than a filing window.

Some situations fall outside the revival certificate. Section 312 does not apply to a corporation whose certificate was revoked or forfeited under § 284. A corporation that dissolved voluntarily follows § 311, which allows revocation of dissolution within 3 years. An LLC that filed its own certificate of cancellation under § 18-203 is not listed among the cancellations § 18-1109 revives. Questions about those routes, and about the status of contracts or litigation during the lapse, belong with Delaware counsel.

Keep Delaware entities out of void status with Discern

A missed March 1 or June 1 payment, a missed annual report or a registered agent resignation that never reached the company all end in the same revival work: a status check, a balance call, back reports, a registered agent, a signed certificate and a cover memo. Discern, a software-first entity compliance platform that includes registered agent service, keeps them in one entity management system. A customer enters entity, formation state and payment details; Discern's pre-onboarding compliance audit pulls Secretary of State data, flagging standing issues, outstanding obligations and reinstatements.

Discern then creates filing tasks ahead of each due date, auto-creates and pre-fills Delaware annual reports, and runs the Delaware franchise tax calculator on each corporation, filing the lower of the Authorized Shares and Assumed Par Value Capital amounts. At portfolio scale, a single toggle files Delaware franchise tax for hundreds of entities at once, LLC and LP annual taxes are paid from the payment method assigned to each entity, and standing for every entity and state registration is monitored in real time from Secretary of State data. In a customer-reported result, TriplePoint Capital, a venture-debt firm, automated compliance for 24 Delaware entities through Discern and cut more than 8 hours of manual filing work a year. Registered agent service, annual report filing, franchise tax alerts and Delaware franchise tax automation are included in the $350 per state registration per year subscription.

Book a demo to see how Discern calculates Delaware franchise tax and flags standing issues across every entity.

This article provides general compliance information and does not constitute legal advice. Consult qualified legal counsel for guidance specific to your situation.

FAQs about reviving a Delaware entity

How much back tax does a revival require?

A corporation pays the taxes, penalties and interest due when it went void, or, if it has been void more than 5 years, 3 times the current annual tax on top of the current year's tax. An LLC or LP pays the $400 annual tax plus all penalties and interest due at cancellation, and either balance grows each month it stays unpaid.

Can the registered agent change as part of the revival?

The revival certificate must name a registered agent, and the Division states that agent changes use its Change of Agent forms. A portfolio moving a lapsed entity onto its standard agent can confirm with the Division whether that revival needs a separate change-of-agent filing.

Is there a deadline to revive?

Section 312 permits a corporate revival "at any time," and the LLC and LP revival sections set payment conditions with no filing window. Waiting still costs money, because interest accrues monthly and a corporation void more than 5 years moves to the 3x tax rule.

Should a lapsed entity be revived or replaced with a new one?

Revival keeps the original formation date and, if it is still available, the original name, while a new formation starts with a new formation date. Questions about contracts or other acts during the lapse belong with Delaware counsel.