Corporation Reinstatement and Revival Requirements in Delaware

At a glance

Requirements one by one

Choose revival only for a void or forfeited charter

Section 312 applies when a Delaware corporation's certificate of incorporation became void or forfeited under Title 8. A common voiding route is § 510: one year without paying franchise tax or filing a complete annual franchise-tax report. The Division publishes a separate revival form for forfeiture caused by failure to obtain a registered agent.

Do not use this certificate for a voluntary dissolution or a certificate that expired by its own duration. Those statuses use § 311's separate revocation or restoration procedure, ordinarily within three years or a longer Court of Chancery period. Section 312 also expressly excludes a certificate revoked or forfeited under § 284.

Use the anytime certificate route

An eligible corporation may procure revival “at any time.” The Certificate of Revival states the original filing date and name, the name at voiding or forfeiture, a new name if required, the Delaware registered office and agent, that the corporation was organized under Delaware law, the status date or that a prior revival's validity is questioned, and the board-authority recital.

The Division's forms are templates. A corporation may draft its own certificate when additional permitted information is needed, but it must retain every statutory statement.

Restore the registered office, agent, and available name

The certificate supplies the complete Delaware registered-office address, including county, and the registered agent's name. The Division's submission guide says to confirm that the agent agrees to act before submitting a document that appoints the agent.

If another Delaware corporation or a qualified foreign corporation has adopted the same or an indistinguishable name, the old name cannot be restored. State the different revival name in the certificate.

Obtain the correct board authority and signature

The persons who would be the duly elected directors but for the void or forfeited charter constitute the board for revival. A majority of directors then in office may authorize the filing even if that number is less than a quorum; a sole director may also act. If no director is available, stockholders may elect a full board under the bylaws, and that board authorizes revival.

The current Division form uses an authorized-officer signature. Under § 103, the acknowledgment may be formal before a person authorized to acknowledge deeds, or the signature alone may serve as an affirmation under penalty of perjury. Notarization is therefore not the only acknowledgment method.

Clear reports and calculate the tax formula

Before the certificate is filed, the Division requires all applicable annual franchise-tax reports and taxes due at the time of voiding. Section 312(g) requires the franchise taxes, penalties, and interest due when status was lost.

For a charter void or forfeited more than five years, the statute substitutes three times the annual franchise tax that would be due in the revival year, at the current rate, for the otherwise-required franchise taxes and penalties. That payment does not reduce the separate franchise tax for the revival year. Obtain a current Division calculation rather than trying to turn the formula into one fixed arrears number.

Submit the certificate and distinguish upload from filing

The Division's posted one-page Certificate of Revival charge is $189, plus $9 for each additional page. Its linked fee schedule lists $100 for 24-hour, $200 for same-day, $500 for two-hour, and $1,000 for one-hour processing. Section 391's August 1, 2026 amendment authorizes higher ceilings, so confirm the specific live expedited-service quote before ordering priority handling.

Every request needs a cover memo and payment. The electronic document service uploads the certificate for staff processing; it is not direct online filing and does not calculate charges. Mail remains available.

Read the validation and property effects within their limits

Filing revives the corporation as if its certificate had not become void or forfeited. Section 312 validates contracts and acts performed within the scope of the certificate during the inactive period, vests property and rights held and not disposed of as well as property and rights acquired during that period, and makes the revived corporation exclusively liable for covered acts done in its name and on its behalf.

The text does not validate an act outside the certificate's scope or promise restoration of a separate license. A disputed defective act, lawsuit, limitations issue, insolvency question, financing, or personal-liability issue may need separate analysis.

What trips people up

• Revival and restoration are different routes. Void or forfeited charters use § 312; voluntary dissolution and duration expiration use § 311.
• More than five years changes the tax formula, not eligibility. Section 312 itself remains available at any time.
• The old name may be gone. A conflicting corporation name requires a new name in the revival certificate.
• Acknowledgment does not always mean notarization. Section 103 permits the signer's perjury-backed signature to serve as acknowledgment.
• Upload is submission, not instant filing. The Division still reviews, calculates, and accepts the request.

Common questions

Is there a deadline to revive a void Delaware corporation? Section 312 says an eligible corporation may revive at any time.

Who approves revival if only one director remains? The sole director may authorize. A majority of the directors then in office also suffices even below a quorum.

Does a Delaware Certificate of Revival need notarization? Not necessarily. Section 103 permits either formal acknowledgment or the signer's signature as a penalty-of-perjury acknowledgment.

Does revival validate inactive-period acts? It validates contracts and acts within the certificate's scope and supplies detailed property and corporate- liability effects. It is not a blanket ruling on every license, claim, or act.

Statutes and sources

• 8 Del. C. § 312 (effective August 1, 2026) — eligibility, anytime filing, certificate contents, name cure, tax formula, board authority, validation, property, and liability effects. Official current text (accessed 2026-08-02).
• 8 Del. C. § 103 — authorized signers, two acknowledgment methods, filing, fees, and effective time. Official current text (accessed 2026-08-02).
• 8 Del. C. § 510 — one-year tax/report voiding rule. Official current text (accessed 2026-08-02).
• 8 Del. C. § 391 (effective August 1, 2026) — statutory filing components and current expedite ceilings. Official current text (accessed 2026-08-02).
• Delaware Division of Corporations revival forms — current $189 charge, report/tax prerequisite, fields, registered agent, and authorized-officer execution. Void-charter form and forfeited-charter form (accessed 2026-08-02).
• Division fee schedule and submission instructions — posted priority charges, cover memo, payment, upload, and mail. Official fee schedule, submission guide, and upload-service explanation (accessed 2026-08-02).