How to reinstate a dissolved LLC in Georgia: steps and requirements

Georgia lets an administratively dissolved LLC apply for reinstatement within 5 years of the effective date of dissolution, by filing a reinstatement application with the Secretary of State's Corporations Division. The fee is $260 ($250 filing fee plus a $10 service charge), as set out in the Secretary of State's reinstatement guide, and you can file online or on paper.

Until reinstatement takes effect, your LLC "continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs" under O.C.G.A. § 14-11-603(b)(3) of the Official Code of Georgia Annotated. Once approved, reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution" (§ 14-11-603(b)(4)), so your LLC resumes business as if it had never been dissolved.

Most of the preparation goes into the statements the statute requires you to make and who is allowed to sign them. If several of your entities are dissolved, you also need to decide which to reinstate first.

Confirm why and when your LLC was dissolved

If a dissolved Georgia LLC turned up in a financing, an audit or your annual entity review, the cause is most likely a missed annual registration.

• Per the Secretary of State's Business Division FAQ, "in most instances, a corporation or LLC is administratively dissolved because it failed to file its annual registration with the Secretary of State."

• Registrations are due by April 1 and may be filed as early as January 1 (per the Secretary of State's annual registration guide). For a walkthrough of the filing itself, see the Georgia annual registration guide.

• The LLC fee is $60 (the statutory $50 filing fee plus a $10 service charge). The late filing penalty is $25.

The $25 penalty attaches once April 1 passes; dissolution is a separate, later step that can start 60 days after the due date.

The four grounds for dissolution

Under § 14-11-603(b)(1), the Secretary of State may start a dissolution proceeding when your LLC:

• misses its annual registration, fees and penalties for 60 days after the due date;

• goes 60 days without a registered agent or office;

• fails to report an agent or office change within 60 days; or

• leaves a dishonored payment unpaid 60 days after notice of nonpayment.

Your certificate of dissolution recites which of these grounds applied, and your reinstatement application has to show that each one did not exist or has since been eliminated.

The 60-day cure after notice

Under § 14-11-603(b)(2), you have 60 days after the Secretary of State's notice to correct each ground or show it does not exist. That written notice goes by first-class mail to your LLC's last known principal office address or to its registered agent before any dissolution. If the 60 days pass with neither done, the Secretary of State signs a certificate of dissolution that recites the grounds and the effective date.

Confirm eligibility and your 5-year deadline

Only a domestic Georgia LLC that was administratively dissolved can reinstate, and only within 5 years after the effective date of dissolution (§ 14-11-603(b)(4)). The limit appears in the Secretary of State's guidance too: "only domestic entities can reinstate." If your foreign LLC's authority was revoked, you re-qualify by applying for a new certificate of authority.

The 5-year reinstatement window

Your window runs 5 years from the effective date of dissolution, the date recited on your certificate of dissolution. After 5 years, the statute and the Secretary of State's guidance describe no reinstatement route. If your entity is close to or past that line, bring in counsel before you file anything.

Name availability

Georgia reserves your LLC's name for its specific use for 5 years from the dissolution's effective date or until you reinstate, whichever comes first (§ 14-11-603(b)(6)). If the entity does not reinstate within that period, "another entity may reserve or file under the name," according to the Secretary of State.

Keep a registered agent in place

Under § 14-11-209(a), every Georgia LLC must continuously maintain a registered office and registered agent in the state. Administrative dissolution "does not terminate the authority of its registered agent" (§ 14-11-603(b)(3)), and the registered agent named in your most recent annual registration can sign the reinstatement application. The Georgia registered agent guide covers agent requirements in more detail.

Prepare the grounds, tax and signer statements

Your reinstatement application has to name the LLC and its dissolution date, certify that the grounds no longer apply and that taxes are paid, carry an authorized signature or a notarized statement, and include the fee. The Secretary of State's reinstatement guide lists only some of these. Under § 14-11-603(b)(4), your application must:

• (A) recite the LLC's name and the effective date of its administrative dissolution;

• (B) state that the grounds for dissolution "either did not exist or have been eliminated";

• (C) be signed by an authorized person or come with a notarized statement;

• (D) contain a statement by the LLC "reciting that all taxes owed by the limited liability company have been paid"; and

• (E) include the fee set in O.C.G.A. § 14-11-1101.

The grounds statement

The grounds statement certifies that each ground for dissolution either did not exist or has been eliminated, so the cure comes before the signature. If the ground was a missing or resigned agent, line up a valid agent first so the statement is accurate when it is signed. For the same reason, report any missed agent or office change and pay any dishonored payment before anyone signs. The annual registration ground is less clear. The statute does not define what "eliminated" requires for a missed registration, and the reinstatement guide does not say whether overdue annual registrations must be filed with the reinstatement.

The tax statement

The statute requires your LLC itself to state that all taxes owed have been paid. You won't find a tax clearance letter among the reinstatement guide's requirements. The Georgia Department of Revenue does offer tax clearance letters through the Georgia Tax Center, but the Secretary of State does not say it requires one. Confirm the entity's tax position with your tax advisers before anyone signs that statement.

Who can sign

The registered agent or a member or manager may sign, "in each case as set forth in the most recent annual registration filed with the Secretary of State." If your managers changed after the last annual registration, the person signing may not appear on it. In that case you need a notarized statement from someone who was a member or manager at the time of dissolution, or from an heir, successor or assign of one. The statement says they held that role and have "knowledge of and assents to the application for reinstatement." Leaving it out "will result in the delay or forfeiture of your filing," according to the Secretary of State.

Budget the state fees

Reinstating your Georgia LLC costs $260 in state fees, online or on paper, before any expedite or catch-up filings.

The fee statute, § 14-11-1101, sets the reinstatement fee at $250; the Secretary of State's $260 adds a $10 service charge.

File the reinstatement application

File the application online through eCorp or on paper; online is faster, and the preparation is the same for both:

1. Confirm the effective date of dissolution and the ground recited on the certificate of dissolution.

2. Cure the ground, ask whether overdue annual registrations must be filed, and confirm the entity's tax position.

3. Match the signer to the most recent annual registration, or prepare the notarized statement.

4. File online or on paper, adding an expedite request if your timeline requires one.

Before step 4, call the Corporations Division at (404) 656-2817 about the points the reinstatement guide leaves open. Ask four questions: whether you must file overdue annual registrations with the reinstatement, whether an agent change can go in the same filing, whether several entities can be combined, and whether expedite applies to online reinstatements.

If the application is correct, the Secretary of State files a certificate of reinstatement stating the effective date and serves a copy on the LLC. If the Secretary of State denies your application, you get a written explanation and have 30 days after service to appeal to the superior court of the county where your LLC's registered office is or was located.

Online through eCorp

You file at ecorp.sos.ga.gov by clicking the "online services" tab, logging in and then clicking the "reinstate an entity" tab. Online filings are paid by credit card. Online reinstatements are generally processed in 7 to 10 business days (the reinstatement guide's estimate), with timing that varies by office workload.

Mail or hand delivery

For paper filing, print the reinstatement application form, complete it and send it with a check or money order to the Corporations Division at 2 MLK Jr. Drive, Suite 313, Floyd West Tower, Atlanta, Georgia 30334-1530. Under the Division's filing fee rules, hand-delivered filings may also be paid by credit card, and the Division does not accept cash. Paper reinstatements have an estimated processing time of 15 business days from receipt.

Expedited review

Per the reinstatement guide, expedited review costs "an additional $120" for a response within 2 business days and "an additional $275" for a same-day response. Same-day requests must reach the Division by noon on a business day; later arrivals are reviewed by noon the next business day. The guide doesn't say whether expedite covers online reinstatements, so confirm that with the Division before you rely on it for an eCorp filing.

Reinstate several Georgia entities at once

A single payment cannot cover multiple filings under the Secretary of State's fee rules, so expect to pay for each LLC separately. The Secretary of State's reinstatement guide does not describe a batch option in eCorp. If your dissolved entities sit in more than one state, the multi-state reinstatement guide covers the differences.

Build a list of every dissolved entity, then work through it in this order:

• Use the eCorp entity search to find each entity by business name or control number.

• Record when each entity was dissolved and on what ground, then calculate its 5-year deadline.

• Work the entities closest to that deadline first, because their reinstatement window closes and their names open to other filers soonest.

• Check each application's signer against the authorized persons in the entity's most recent annual registration, and flag any application that needs a notarized statement.

Unless the Division confirms entities can be combined, plan on a separate application and payment for each one. Once they are back in good standing, the guide to multi-entity annual report filings covers keeping every entity current.

Keep your Georgia entities in good standing with Discern

Every Georgia reinstatement depends on statements that are true when signed and a signer who matches the most recent annual registration or supplies a notarized statement. Discern handles the Secretary of State layer that keeps entities from being dissolved. Its subscription covers registered agent service and annual report filing for $350 per state registration, per year, with free change of agent filings and active standing and status monitoring. Before onboarding, Discern audits every entity and remediates historical compliance issues, so annual registrations and agent coverage are tracked and filed from day one. See current Discern pricing for what the subscription includes.

If you run a PE portfolio or a multi-state company, the order of operations above repeats for every dissolved entity, so standing and deadlines need to sit in one place. When Ironclad, a Kinderhook portfolio company, moved 106 registrations to Discern, the switch surfaced 9 entities out of good standing, and all 9 were restored within 8 weeks.

Book a demo with Discern to see how it keeps your Georgia entities in good standing.

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

FAQs

These answers cover the questions that come up when compliance and fund operations teams reinstate a Georgia LLC.

Can a dissolved Georgia LLC keep operating while reinstatement is pending?

No. While it is dissolved, your LLC can only wind up and liquidate its affairs. An approved reinstatement takes effect as of the dissolution date, so the LLC continues as though it had never been dissolved; ask counsel how that treats contracts signed in the meantime.

How long does Georgia take to process a reinstatement?

The reinstatement guide estimates 7 to 10 business days for online filings and about 15 business days from receipt for paper filings, depending on workload. Paid expedite provides a response within 2 business days or the same day. Because the guide does not say whether expedite covers online filings, ask the Division before relying on it for one.

Do I have to file missed annual registrations with the reinstatement?

The published rules leave it open. Section 14-11-603 requires a statement that the dissolution grounds were eliminated, and the reinstatement guide is silent on catch-up filings, so ask the Corporations Division before you file.

What happens if the 5-year window has closed?

Georgia's statute and guidance stop at 5 years with no further reinstatement procedure, so speak with counsel about your options. Your LLC also loses its name protection, so another entity can reserve or register the name.

Can a foreign LLC registered in Georgia reinstate?

No. Reinstatement is open only to Georgia (domestic) LLCs. A foreign LLC whose authority was revoked has to re-qualify with a new certificate of authority.

What if the Secretary of State denies the application?

You get written reasons, and your LLC can petition the superior court in the county of its current or former registered office within 30 days after that notice is served.