LLC Administrative Dissolution and Involuntary Termination by State
For an ordinary domestic LLC, which failures allow a filing or tax agency to dissolve, cancel, or terminate its state status without a member vote, what notice and cure rules apply, when does the action take effect, and what may the company do afterward?
Jurisdictions
48 of 51 verified so far
Statutes checked
Every entry, oldest check September 26, 2026
Columns
8 per state
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What this survey covers
A missed filing or payment does not always have the same legal effect. The table separates the underlying failure, any advance notice and cure period, and the agency action that dissolves, cancels, forfeits, or terminates an ordinary domestic LLC's status.
Why the columns differ
Florida uses a fixed September dissolution date for a missing annual report, but sends an intent notice and allows 60 days to address specified fee or registered-agent failures (Fla. Stat. § 605.0714). Delaware cancels a domestic LLC's certificate three years after an annual tax was due and separately files and publishes a list of canceled certificates (6 Del. C. § 18-1108). Texas permits secretary-of-state termination after mailed notice, with a shorter window for a dishonored formation fee; existence ends when the secretary issues the certificate of termination (Tex. Bus. Orgs. Code §§ 11.251–11.252). The District of Columbia uses a 60-day cure or contest period followed by a signed, filed statement and public notice (D.C. Code § 29-106.02).
North Carolina also uses a mailed determination and a 60-day response period, but distinguishes administrative dissolution from revenue-law and interrogatory suspensions. Its enacted deployment exception adjusts the dissolution clock for qualifying LLCs (N.C. Gen. Stat. § 57D-6-06; 2026 N.C. Sess. Laws 59 § 13).
Michigan treats two consecutive missing LLC annual statements as a path to loss of good standing after notice and a 60-day cure. The LLC remains in existence and may continue business (Mich. Comp. Laws § 450.4207a).
New Jersey uses an inactive list after filing-office fee delinquency or two missing annual reports. The office must give intent notice and allow 60 days after service to respond; the LLC remains in existence but has only the activities named for winding up until reinstated (N.J. Stat. § 42:2C-53).
How to read the table
Start with the ground and its trigger date, then check whether the notice is an advance warning or a record of action already taken. The cure column states when a response is due. The action column identifies the event that changes status. The final columns state only the powers and service channels the law expressly preserves and point to the applicable route for restoration. A tax agency may have a separate route; the table does not determine an amount owed or a particular company's outcome.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Law, agency and LLC scope | Grounds and trigger dates | Agency notice | Cure or response window | Action and effective date | Status, activity and service | Special routes and effects | Route back and limits |
|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-26 | Ala. Code § 10A-5A-7.01 governs LLC dissolution; general Article 9 excludes LLCs (§ 10A-1-9.01). |
No agency default ground appears among § 10A-5A-7.01’s four dissolution events; privilege tax and returns remain due under §§ 40-14A-22, -25. |
No agency dissolution determination or advance notice under § 10A-5A-7.01; its listed events use no filing-office notice. |
No agency dissolution cure or contest clock under § 10A-5A-7.01; tax filing/payment duties are separate. |
No agency dissolution certificate or effective event under § 10A-5A-7.01; dissolution occurs on a listed event. |
If dissolution occurs under § 10A-5A-7.01, LLC continues only for winding up; § 10A-5A-7.02 preserves registered-agent authority. |
Business privilege tax and returns apply (§§ 40-14A-22, -25); those provisions specify no tax-agency LLC dissolution or series effect. |
No agency dissolution to reverse; generally dissolved LLC may use member-consent and certificate route (§§ 10A-5A-7.07–7.08). |
| Alaska verified 2026-09-26 | Alaska LLC Act; commissioner of commerce may involuntarily dissolve a domestic LLC (§ 10.50.408(a)). |
Biennial report, fee or penalty delinquent 6 months; 30 days without agent or after unfiled agent/office change; material filing misrepresentation (§ 10.50.408(a)). |
Written ground notice: certified mail to record registered office; if returned, first-class mail to agent, then manager/managing member at distinct record address (§ 10.50.408(b), (f)). |
60 days after notice is mailed to contest; correct the stated default. Adverse hearing determination may be appealed to superior court (§ 10.50.408(b)–(d)). |
Commissioner issues certificate stating dissolution, date and reason; files original and mails copy. Existence ceases on issuance (§ 10.50.408(d)). |
Existence ceases on certificate issuance, subject to chapter exceptions; authorized members/managers may wind up, including settling affairs and liabilities (§§ 10.50.408(d), .410–.415). |
Fee/penalty default uses the commissioner’s same notice-and-certificate path; § 10.50.408 states no separate publication or series step. |
Within 2 years of certificate: show no cause or cure and pay double delinquency plus intervening amounts; amend articles if name unavailable (§ 10.50.408(e)). |
| Arizona verified 2026-09-26 | Arizona LLC Act § 29-3708; Corporation Commission may administratively dissolve an LLC. |
Fee/penalty 60 days late; agent or principal-address lapse 60 days; change unreported within 60 days; missing required amendment/change/correction or interrogatory response (§ 29-3708(A)). |
Commission may commence; if it finds a ground, it must deliver determination notice in a record to agent address, or principal address if no valid agent address (§ 29-3708(A)–(B)). |
Within 60 days after delivery of determination notice, cure or demonstrate each ground does not exist to Commission satisfaction (§ 29-3708(C)). |
After uncured notice period, Commission issues and files statement reciting grounds and effective date, then delivers copy to agent or principal address (§ 29-3708(C)). |
Dissolved LLC continues as entity only for winding up, liquidation, or reinstatement application; statutory-agent authority continues (§ 29-3708(D)–(E)). |
Commission notice and final statement use the principal address if no valid agent address; unused company name is released six months after dissolution absent a reinstatement application (§§ 29-3708(B)–(C), -3709(B)). |
Apply to Commission within six years; cure/disprove grounds and pay back fees/penalties. Reinstatement relates back, subject to reliance rights; name may need amendment (§ 29-3709). |
| Arkansas verified 2026-09-26 | Ark. Code § 4-38-708 (Secretary of State administrative dissolution of LLC); §§ 26-54-102, -111 (Secretary of State franchise tax charter revocation also covers LLCs). |
§ 4-38-708(a): Secretary fee/tax/interest/penalty or annual report not delivered within 6 months after due, or no Arkansas registered agent for 60 consecutive days. LLC franchise-tax report satisfies LLC Act annual report when Chapter 54 requirements met (§ 4-38-212(f)); prior-year franchise tax delinquency supports separate charter revocation (§ 26-54-111(a)). |
LLC Act: Secretary serves company notice in a record of each ground determination (§ 4-38-708(b)); §§ 4-38-119, 4-38-210 govern delivery/service. Franchise tax: Secretary mails warning by Nov. 1 to company last known address that nonpayment subjects charter to revocation (§ 26-54-107(b)(2)). |
LLC Act: 60 days after service to cure each ground or show Secretary it does not exist (§ 4-38-708(c)). Franchise tax route: warning by Nov. 1 precedes proclamation by Jan. 31 for delinquency from a prior year (§§ 26-54-107(b)(2), -111(a)); statute does not state a separate 60-day cure period for that route. |
LLC Act: Secretary signs statement stating grounds/effective date, files and serves it (§ 4-38-708(c)); record effective-time rule in § 4-38-207. Franchise tax: Secretary proclaims delinquent charters revoked on or before Jan. 31 (§ 26-54-111(a)); delinquency alone is not the proclamation. |
After § 4-38-708 dissolution, LLC exists only to wind up/liquidate or seek reinstatement; registered-agent authority continues (§ 4-38-708(d)–(e)). Franchise tax route revokes the charter or authority under § 26-54-111. |
Separate Chapter 54 franchise-tax revocation; § 26-54-102 includes domestic LLCs in “corporation.” Secretary sends a copy of revocation proclamation to other charter-issuing officials (§ 26-54-111(b)). |
Administrative dissolution: apply within 2 years with cure statement/payments; effective reinstatement relates back (§ 4-38-709). Tax revocation: file back franchise-tax reports/pay tax and penalties; reinstatement retroactive, with a stated 5-year bar when charter is both revoked and forfeited (§ 26-54-112). |
| California verified 2026-09-26 | Corporations Code §§ 17713.10–.10.1: Secretary of State statement-based suspension and later FTB-referral cancellation of a domestic LLC; Revenue and Taxation Code §§ 23301–.02: FTB tax/return suspension. |
SOS: missed biennial statement, no statement in preceding 24 months, and same-period penalty certification (§§ 17702.09(a), 17713.10(a)). FTB: specified unpaid tax/penalty/interest or missing return (§§ 23301, 23301.5). Cancellation: at least 60 continuous months of FTB suspension (§ 17713.10.1(a)). |
SOS warns LLC of statement suspension and 60-day deadline (§ 17713.10(b)). FTB mails preliminary notice with date certain at least 60 days before tax suspension (§ 21020). For cancellation, FTB mails last-known address; SOS posts name/file number and objection instructions for 60 days (§ 17713.10.1(b)–(d)). |
File statement within SOS’s 60-day warning period (§ 17713.10(b)–(c)). Before cancellation, object in writing to FTB during SOS’s 60-day posting; then 90 days from FTB receipt to satisfy listed revivor steps, with one possible 90-day extension (§ 17713.10.1(d)–(g)). |
SOS statement suspension follows uncured 60 days and notice to FTB and LLC (§ 17713.10(c)); tax suspension becomes effective when FTB sends names to SOS (§ 23302(c)). Without timely objection, administrative cancellation follows the posted 60 days; after objection, it follows the uncured 90-day period or extension (§ 17713.10.1(f)–(g)). |
Statement or tax suspension stops powers, rights and privileges subject to narrow named filing exceptions (§§ 17713.10(c), 23301–.01.5). Upon administrative cancellation, those powers, rights and privileges cease (§ 17713.10.1(k)). If the agent resigns or cannot be found, court-ordered SOS service is available (§ 17701.16(c)). |
Separate FTB tax/return suspension can precede administrative cancellation after 60 continuous months; SOS posts the cancellation list for 60 days (§§ 23301–.02, 17713.10.1(a), (d)). |
SOS statement filing may relieve its suspension unless FTB also holds the LLC (§ 17713.10(d)). FTB suspension uses written revivor application, required returns/payments and FTB certificate (§§ 23305, 23305a); before cancellation, timely written objection opens the statutory cure window (§ 17713.10.1(e)–(g)). |
| Colorado verified 2026-09-26 | Colorado entity code §§ 7-90-901–904: Secretary declares delinquency of reporting domestic LLC; § 7-90-908 separately lets a manager dissolve after three uncured years. |
Fee/penalty unpaid, reporting or agent/service duties unmet, or specified unauthorized/fraudulent-formation finding (§ 7-90-901(1)). |
Secretary determination starts ordinary 60-day correction period; § 7-90-902 does not prescribe a mailed advance notice. Fraud/unauthorized-formation ground causes immediate delinquency (§ 7-90-902). |
Ordinary grounds: correct or disprove within 60 days after Secretary determines ground; fraud ground immediate. Cure later by filing statement with required current office/agent details (§§ 7-90-902, -904). |
Entity becomes delinquent after uncured 60 days, or immediately for § 7-90-901(1)(d); no Secretary dissolution filing from delinquency alone. A manager’s later § 7-90-908 statement dissolves when effective. |
Delinquent LLC continues in existence; agent authority continues. It cannot maintain a Colorado debt-collection case until cured; manager-initiated dissolution then limits business to winding up (§§ 7-90-903, -910). |
After three uncured years, a manager may file dissolution statement after 30-day owner notice and no sufficient objection; this is a manager-initiated, not agency-initiated, route (§ 7-90-908). |
Cure delinquency by § 7-90-904 statement; if later dissolved under § 7-90-908, reinstatement follows Part 10, beginning with §§ 7-90-1001–1003. |
| Connecticut verified 2026-09-26 | Conn. Gen. Stat. § 34-267g; Secretary of the State may dissolve a domestic LLC by forfeiture. |
Annual report more than 1 year in default; delinquent LLC lacking registered agent for service (§§ 34-247k, 34-267g(b)–(c)). |
Secretary may email last recorded LLC address; notice says rights/powers are prima facie forfeited (§ 34-267g(a)–(c)). |
Within 3 months after notice sent, file missing report or appointment of registered agent; otherwise certificate follows (§ 34-267g(b)–(c)). |
Secretary prepares/files certificate of dissolution by forfeiture; effective upon filing; copy emailed to LLC (§ 34-267g(b)–(e)). |
LLC continues only to wind up/liquidate or seek reinstatement; forfeiture does not terminate its registered agent’s authority (§ 34-267g(f)–(g)). |
Secretary posts notice of filed forfeiture certificate on office website for 60 days (§ 34-267g(e)); no tax-office ground in its stated forfeiture routes. |
Generally available any time absent specified court order; majority member consent, filed certificate, payments, current report, and agent appointment (§ 34-267b). |
| Delaware verified 2026-09-26 | 6 Del. C. §§ 18-104(d), (i)(4), 18-1108; domestic LLC formation certificate canceled by operation of specified tax/agent rules. |
Annual tax unpaid for 3 years from due date (§ 18-1108(a)); agent resigns without successor or is court-enjoined and LLC does not designate replacement (§ 18-104(d), (i)(4)). |
Tax statement mailed care of registered agent at least 60 days before June 1 (§ 18-1107(d)); agent resignation requires prior written LLC notice; enjoined-agent route uses SOS notice or court-order timing (§ 18-104(d), (i)(4)). |
Tax: pay before 3rd anniversary of due date; agent resignation: replacement within 30 days after filing, following 30 days’ prior notice; enjoined agent: 30 days after SOS notice or 60 days after court order (§§ 18-1108(a), 18-104(d), (i)(4)). |
Tax cancellation effective on 3rd due-date anniversary; SOS files canceled-LLC list and later publishes it (§ 18-1108(a), (c)); agent cancellation follows elapsed replacement period (§ 18-104(d), (i)(4)). |
Unpaid tax first ends good standing, with restoration on payment; tax delinquency preserves contract validity and defense (§ 18-1107(h)–(i), (m)); after agent resignation, process goes to SOS (§ 18-104(d)). |
Registered-series tax delinquency separately cancels its certificate after 3 years; SOS files June 1 cancellations and publishes list by Oct. 31; parent revival also revives certain series (§§ 18-1108(b)–(c), 18-1109(c)). |
Tax arrears before cancellation: payment restores good standing (§ 18-1107(i)); canceled parent: file certificate of revival, fee, back tax/penalties/interest; revival validates intervening acts (§ 18-1109(a), (c)). |
| District of Columbia verified 2026-09-26 | D.C. Title 29 general domestic filing-entity rules cover an LLC formed by filing; Mayor administers dissolution (§§ 29-101.02, 29-106.01–.02). |
Mayor fee/penalty or biennial report over 5 months late; no D.C. agent for 60 days; report omits required ownership information (§§ 29-106.01, 29-102.11(a)(8)). |
Mayor may commence, then must serve determination in a record under § 29-104.12; agent first, with statutory alternate service if unavailable (§§ 29-106.01–.02, 29-104.12). |
Within 60 days after service, cure every ground or show Mayor that it does not exist; dissolution follows after period expires (§ 29-106.02(a)–(b)). |
Mayor signs and files statement naming grounds and effective date, serves copy, and posts website notice; filed statement causes LLC dissolution (§§ 29-106.02(b), 29-807.01(a)(6)). |
LLC continues only to wind up and liquidate or apply for reinstatement; administrative dissolution does not end registered agent authority (§ 29-106.02(c)–(d)). |
Mayor publishes notice of the filed dissolution statement on an appropriate website (§ 29-106.02(b)); no additional agency or series step stated there. |
Signed application to Mayor after cure and payment of due and intervening fees/penalties; reinstatement relates back, subject to reliance rights (§ 29-106.03). |
| Georgia verified 2026-09-26 | Georgia LLC Act; Secretary of State may begin administrative dissolution of a domestic LLC (§ 14-11-603(b)(1)). |
Annual registration plus fees/penalties >60 days overdue; agent or office absent ≥60 days; agent/office change unreported ≥60 days; dishonored payment uncured 60 days after nonpayment notice (§ 14-11-603(b)(1)). |
Secretary may commence; upon finding a ground, must mail written determination by first-class mail to last known principal-office address or registered agent (§ 14-11-603(b)(1)–(2)). |
Within 60 days after notice is provided, correct every stated ground or reasonably demonstrate each does not exist (§ 14-11-603(b)(2)). |
After uncured notice period, Secretary signs and files certificate reciting grounds and effective date; that certificate fixes the dissolution date (§ 14-11-603(b)(2)). |
LLC continues in existence, but only to wind up and liquidate; its registered agent retains authority (§ 14-11-603(b)(3)). |
Dishonored-payment ground has its own 60-day clock from nonpayment notice; registered-agent authority survives dissolution (§ 14-11-603(b)(1)(D), (3)). |
Apply to Secretary within five years, state grounds were absent or eliminated and taxes paid, and supply required fee; effective reinstatement relates back (§ 14-11-603(b)(4)). |
| Hawaii verified 2026-09-26 | Haw. Rev. Stat. §§ 428-809–811; business-registration director may administratively terminate a domestic LLC. |
Prescribed fee unpaid; annual report unfiled for two years; no appointed/maintained process agent; or missing statement of agent name/address change (§ 428-809). |
Director may begin; must mail LLC notice stating grounds before termination and may also give public intent notice (§ 428-810(a)). |
Within 60 days after mailing of intent notice, correct every ground or demonstrate to director's reasonable satisfaction that each does not exist (§ 428-810(b)). |
If unresolved, director signs a decree reciting grounds and effective date and files it in the director's office (§ 428-810(b)). |
LLC continues temporarily only to wind up, liquidate, and notify claimants; existence ceases when those tasks finish; process-agent authority survives (§ 428-810(c)–(d)). |
Public notice of intent is optional; manager, member, or creditor may seek a circuit-court winding-up trustee, with last managers/members acting until appointment (§ 428-810(a), (e)). |
Apply within two years with missing reports, delinquent fees/penalties, and tax director writing showing payment, arrangement, or appeal; effective reinstatement relates back (§ 428-811(a), (c)). |
| Idaho verified 2026-09-26 | Idaho Uniform Business Organizations Code; Secretary of State may administratively dissolve a domestic filing entity, including an LLC (Idaho Code §§ 30-21-102, -601). |
Annual report not delivered by due date; no Idaho registered agent for 60 consecutive days; or credible information of failure to report agent change or resignation within 60 days (§§ 30-21-213, -601). |
Secretary may start proceedings; if grounds are determined, must serve the LLC a recorded determination through § 30-21-212's delivery channels (§§ 30-21-601, -602(a)). |
Within 60 days after determination notice is served, cure or show to the Secretary's satisfaction that each stated ground does not exist (§ 30-21-602(b)). |
After uncured period, Secretary signs and files a statement reciting grounds and effective date, then serves a copy; filing generally takes effect at filing unless a valid later time applies (§§ 30-21-203, -602(b)). |
Dissolved LLC continues as the same entity, only for statutory winding up or reinstatement; registered-agent authority survives (§§ 30-21-602(c)–(d), 30-25-702). |
The cited administrative-dissolution grounds concern annual reports and agent maintenance; §§ 30-21-601–602 state no separate tax, publication, or series step. |
Apply to Secretary within 10 years; effective reinstatement relates back, but preserves third-party reliance rights (§ 30-21-603(a), (d)). Administrative dissolution cannot be rescinded through the voluntary-dissolution route (§ 30-25-703(a)). |
| Illinois verified 2026-09-26 | 805 ILCS 180/35-25–35-40; Secretary of State may administratively dissolve a domestic LLC. |
Late annual report/fee or other required report or charge; material filing misrepresentation; no registered agent; unanswered Secretary interrogatories; or returned payment not replaced (§ 35-25). |
Secretary may dissolve; on finding grounds, must mail delinquency notice by regular mail to registered office, or last known principal-business address if no registered office (§§ 35-25, 35-30(a)). |
Correct § 35-25(1)–(2) report/fee default within 120 days after notice date; correct § 35-25(2.5)–(5) other default within 60 days. § 35-30(b) states correction, not a separate no-ground response. |
After uncured period Secretary issues certificate reciting grounds and effective date, files original, and mails copy to registered office or fallback principal address (§ 35-30(b)). |
Dissolved LLC continues only to wind up and terminate (§ 35-30(c)); process may be served on agent or, in § 1-50(b)'s specified circumstances, Secretary of State. |
Parent LLC dissolution terminates each series and starts series winding up (§ 37-40(m)); no separate agency tax or publication route in §§ 35-25–35-30. |
File application, all overdue reports, fees, and penalties; filing reinstatement revives LLC without interruption and validates otherwise lawful interim acts (§ 35-40(a), (d)). |
| Indiana verified 2026-09-26 | Ind. Code ch. 23-0.5-6; Secretary of State may administratively dissolve a domestic filing entity, including an LLC (§§ 23-0.5-6-1–3). |
Fee, tax, interest or penalty unpaid 60 days after due; biennial report 60 days late; no agent for 60 consecutive days; agent/office change, resignation, or discontinuance unreported 60 days (§ 23-0.5-6-1). |
Secretary may commence; written determination notice ordinarily required. Exception if prior agent service failed and no principal-office address is on record (§ 23-0.5-6-2(a)). |
For an LLC receiving notice, 60 days after receipt to cure or satisfy Secretary that each ground does not exist (§ 23-0.5-6-2(b)); statute states a narrow no-notice exception. |
After uncured received notice, Secretary signs, files, and supplies certificate reciting grounds and effective date; filing effectiveness follows § 23-0.5-2-3 (§ 23-0.5-6-2(b)). |
LLC continues as same entity only to apply for reinstatement or wind up/liquidate; registered-agent authority survives dissolution (§ 23-0.5-6-2(c)–(d)). |
Unpaid taxes under this article or other law count as grounds; written notice may be omitted only after failed agent service and no principal-office address (§§ 23-0.5-6-1(1), -6-2(a)). |
Ordinary application within five years; later application adds reason and future-activities statement. Tax clearance and arrears required; effective reinstatement relates back subject to reliance rights (§ 23-0.5-6-3). |
| Iowa verified 2026-09-26 | Iowa Code §§ 489.708–.709; Secretary of State may administratively dissolve a domestic LLC. |
Fees, taxes, interest, or penalties unpaid 60 days after due; biennial report 60 days late; agent or in-state agent office absent 60 days; specified agent-change/resignation/address notice missing 60 days; stated duration expired (§ 489.708(1)–(5)). Enacted 2026 § 489.708(6) adds a chapter-violation concession through interrogatories. |
Ordinary route: Secretary serves LLC written determination under § 489.119, normally through agent, with alternative service methods when agent absent or unserviceable. Interrogatories under enacted § 489.212B are mailed to the agent address or, absent agent, last reported principal office. |
Ordinary grounds: 60 days after service to correct each ground or demonstrate to Secretary’s reasonable satisfaction that each does not exist (§ 489.709(1)–(2)). The 2026 concession route permits immediate action after a response or 21-calendar-day nonresponse to mailed interrogatories (§§ 489.212B, 489.709(5)). |
Secretary signs and files a certificate of dissolution reciting grounds and effective date, and serves a copy on the LLC (§ 489.709(2), (5)); do not equate delinquency or interrogatory service with final action. |
Administratively dissolved LLC continues in existence only for winding up, liquidation, and claimant notice; dissolution does not end registered-agent authority (§ 489.709(3)–(4)). |
A protected series dissolves when its series LLC dissolves (§ 489.14501(1)); after reinstatement, each protected series ceases winding up and § 489.710 applies (§ 489.14503). |
Application at any time after dissolution; Secretary cancels dissolution certificate and files reinstatement certificate when requirements met; effective reinstatement relates back (§ 489.710). |
| Kansas verified 2026-09-26 | K.S.A. §§ 17-76,139(g), 17-7510(a), 17-7926(b), 17-7929(b); Secretary of State; forfeiture of domestic LLC articles of organization. |
Biennial information report or fee remains missing 90 days after due (§ 17-76,139(g)); no successor after resident agent dies/moves (§ 17-7926(b)) or resigns (§ 17-7929(b)). |
Report route: Secretary mails warning within 60 days after report/fee due, stating articles will be forfeited unless filed/paid within 90 days of due (§ 17-7510(a), applied by § 17-76,139(g)). Agent death/move: Secretary gives 30 days’ intended-action notice before discretionary declaration (§ 17-7926(b)). Agent resignation: agent gives entity written notice at least 30 days before filing resignation (§ 17-7929(a)). |
Report/fee: file/pay within 90 days after due. Agent death/move: designate new agent within 30 days of event; Secretary then gives 30-day notice before possible forfeiture. Agent resignation: designate successor before 60 days after agent files resignation (§§ 17-7510(a), 17-7926(b), 17-7929(b)). |
Report default works forfeiture at 90 days after due under §§ 17-76,139(g), 17-7510(a). For agent death/move Secretary may declare articles forfeited after notice; for resignation Secretary shall declare organizing documents forfeited after 60 days without successor (§§ 17-7926(b), 17-7929(b)). |
Statutes specify forfeiture of articles; if resignation takes effect with no successor, legal process against LLC or series is served on Secretary (§ 17-7929(c)). Reinstatement under § 17-76,146(c) validates intervening acts. |
§ 17-76,139(g) applies report/fee forfeiture to series certificates of designation as well as LLC articles. § 17-76,146(c) extends parent reinstatement effect to named protected series. Agent resignation also changes series service channel (§ 17-7929(c)). |
File certificate of reinstatement and pay required past-due report fees/penalties (immediately preceding 10 years); § 17-76,146(c) gives restored status the same force and effect as if articles had not been forfeited. |
| Kentucky verified 2026-09-26 | KRS §§ 275.190, 14A.7-010–030; Secretary of State may administratively dissolve a domestic LLC. |
Annual report missed by June 30; agent/office missing 60 days; relevant change unreported 60 days; other chapter/organic-law grounds (§§ 14A.6-010(3), 14A.7-010). |
Secretary may begin; on finding a ground, must advise the LLC of that determination by mailed notice (§§ 14A.7-010(1), 14A.7-020(1)–(2)). |
60 days from mailing of ground notice to correct each ground or satisfy Secretary that it does not exist (§ 14A.7-020(2)). |
After uncured 60 days, Secretary signs certificate stating grounds/effective date, files original, and advises LLC (§ 14A.7-020(2)); filing is a dissolution event (§ 275.285(6)). |
LLC continues only to wind up and liquidate; administrative dissolution does not end registered-agent authority (§ 14A.7-020(3)–(4)). |
Department of Revenue tax-paid certificate is required for reinstatement (§ 14A.7-030(1)(d)); no separate agency path described in cited procedure. |
Apply any time before completed winding up/claimant notice; Revenue certificate and other proof/fees required; reinstatement relates back (§ 14A.7-030). |
| Louisiana verified 2026-10-02 | La. R.S. § 12:1308.2; Secretary of State revokes domestic LLC articles for repeated annual-report failure. |
Three consecutive missed annual reports trigger mandatory revocation; one overdue report makes LLC not in good standing (§§ 12:1308.1–.2(A), (E)). |
Secretary must send written intent-to-revoke notice at least 30 days in advance by U.S. mail to last listed agent, or to LLC at registered office if none (§ 12:1308.2(B)). |
At least 30 days between mailed intent notice and revocation; statute gives no separate formal contest procedure (§ 12:1308.2(B)). |
Secretary shall revoke articles after three consecutive missing reports, following advance notice; § 12:1308.2 does not name a separate dissolution certificate. |
Revocation preserves causes of action, proceedings against LLC property, and the LLC’s ability to sell its property (§ 12:1308.2(G)). |
The domestic § 12:1308.2 route is annual-report revocation; its stated consequence before revocation is loss of good standing and a state-business restriction (§ 12:1308.2(E)). |
Within 3 years, file signed application, current report, and fee; certificate/articles retroactive (§ 12:1308.2(C)); $125 reinstatement-proceedings fee since Oct. 1, 2026 (Act 921). |
| Maine verified 2026-09-26 | 31 M.R.S. §§ 1591–1593; Secretary of State may administratively dissolve a domestic LLC. |
Unpaid fee/penalty; missing annual report or late penalty; missing agent or unreported agent/address change or resignation; knowingly false material filing (§ 1591). |
Secretary may start; must serve LLC written ground determination, by regular mail or rule-authorized medium to agent; mailed service perfected 5 days after postmarked mailing (§§ 1591, 1592(1), (8)). |
Secretary determines whether ground remains uncorrected within 60 days after notice is issued and perfected (§ 1592(2)); no separate statutory no-ground response form is specified. |
If ground persists, LLC is administratively dissolved; Secretary sends notice stating grounds and effective date (§ 1592(2)). |
LLC continues but may transact only winding-up business; contracts and right to defend suits remain; registered-agent authority survives (§ 1592(3)–(5)). |
LLC name protected 3 years after dissolution (§ 1592(6)); after 6 years Secretary cancels formation certificate (§ 1593(4)). |
Apply within 6 years; effective reinstatement relates back (§ 1593(1), (3)); after cancellation, Secretary may grant a separate purpose- and time-limited revival (§ 1604(1), (5)). |
| Maryland verified 2026-09-26 | Md. Corps. & Ass’ns §§ 4A-911–920; SDAT proclamation forfeits domestic LLC’s business and name rights; Comptroller and Labor Secretary certify separate debts. |
Prior-year annual report missing or qualifying tax unpaid after Sept. 30; separate Comptroller tax and Labor unemployment-contribution/reimbursement lists (§ 4A-911(a)–(c)). |
Tax and Labor agencies mail advance warnings to listed LLCs; SDAT issues proclamation, then mails each named LLC notice within ten days to recorded mailing or other address (§§ 4A-911(a)–(d), -912(a)). |
File report/pay amounts within 60 days after proclamation for restoration as of forfeiture; SDAT may correct a mistaken listing by corrective proclamation (§§ 4A-912(b), -913). |
After certified lists, SDAT proclamation forfeits business and name rights as of its date without court proceeding (§ 4A-911(d)). |
Forfeiture removes right to do business and use name; it does not invalidate contracts/acts before or after or prevent defending Maryland court proceedings (§§ 4A-911(d), -920). |
Comptroller tax and Labor unemployment-payment lists have mailed advance warnings; SDAT’s post-proclamation notice is separate (§§ 4A-911(a)–(b), -912(a)). |
Within 60 days, cure relates back to forfeiture; later articles of reinstatement require accrued reports and amounts. SDAT may correct a mistaken proclamation (§§ 4A-912–913, -915–918). |
| Massachusetts verified 2026-09-26 | Mass. Gen. Laws ch. 156C, § 70; state secretary may commence administrative dissolution of a domestic LLC. |
Two consecutive years without required annual reports; or secretary satisfied LLC is inactive and dissolution serves public interest (§ 70(a)). |
Secretary may commence; if ground found, must serve written determination notice at LLC’s Massachusetts § 5(1) records-office address (§ 70(a)–(b)). |
Within 90 days after notice, correct each ground or show to secretary’s reasonable satisfaction that it does not exist (§ 70(b)). |
If grounds remain after the 90-day notice period, secretary shall administratively dissolve the LLC; § 70(b) does not specify a separate filing event. |
LLC continues to exist but may conduct only business necessary to wind up and liquidate; notice uses § 5(1) office, distinct from § 5(2) resident agent (§§ 70(b)–(c), 5). |
Written dissolution notice is delivered to the statutory Massachusetts records office, not automatically to the resident agent (§§ 70(b), 5(1)–(2)). |
Apply to state secretary at any time; state name, effective dissolution date, cured/nonexistent grounds, and compliant name (§ 71). |
| Michigan verified 2026-09-26 | Michigan LLC Act §§ 450.4207, 450.4207a; LARA administrator acts on ordinary domestic LLC annual-statement defaults by ending good standing, while the LLC remains in existence. |
Two consecutive missed annual statements trigger administrator notice; each statement is due February 15, with a first-year exception for formation after September 30 (§§ 450.4207(3), 450.4207a(2)). |
Administrator shall notify the LLC of the consequences after two missed years; § 450.4207a(2) specifies the company as recipient and the consequences as content (§ 450.4207a(2)). |
File all omitted annual statements and pay applicable fees within 60 days after administrator's notice is sent (§ 450.4207a(3)). |
At uncured 60-day expiration, LLC is not in good standing; the statute states no agency dissolution certificate for this default (§ 450.4207a(3)). |
LLC remains in existence and may transact business; name becomes available and most new filings are refused. If agent cannot be found or maintained, process may reach administrator by registered mail (§§ 450.4207(4), 450.4207a(3)). |
The § 450.4207a annual-statement consequence is loss of good standing; § 450.4207(4) separately permits administrator service when the agent cannot be found or maintained. |
File certificate of restoration with missing statements, fees and certificate fee; supply current agent/office and new name if old name unavailable (§ 450.4207a(4)). |
| Minnesota verified 2026-09-26 | Minn. Stat. §§ 322C.0208, .0705–.0706; Secretary of State administratively terminates domestic LLC for missing annual renewal. |
Annual renewal due each Dec. 31 starting the year after formation; nonfiling triggers domestic administrative termination (§§ 322C.0208(b), .0705(a)). |
Secretary may send annual reminder describing termination consequence; § 322C.0705(a) directs certificate and electronic names list for unrenewed domestic LLCs (§ 322C.0208(a)). |
Sections 322C.0208 and .0705 set the Dec. 31 renewal due date and termination for nonfiling; no separate pretermination cure window appears in those provisions. |
Unrenewed domestic LLC is administratively terminated; Secretary must issue and file termination certificate and publish names electronically (§ 322C.0705(a)). |
§ 322C.0705 calls status terminated; § 322C.0706(b) restores status, assets, and authorized interim acts on reinstatement, subject to later changes. |
Secretary must make names of terminated domestic LLCs available electronically; entity name reserved automatically for one year (§§ 322C.0705(a), 5.35). |
One renewal and $25 statutory fee, plus possible late penalty up to $40; restores status retroactively, authorized acts, and assets subject to later changes (§§ 322C.0706(a)–(b), 5.60). |
| Mississippi verified 2026-09-26 | Miss. Code §§ 79-29-821, -823; Secretary of State administrative dissolution of domestic LLC. |
Fee unpaid 60 days; annual report 60 days late; no in-state agent 60 days; agent change/resignation not reported within 60 days; Department of Revenue notice of tax/payment delinquency; material misrepresentation in LLC filing (§ 79-29-821). |
Secretary may commence; if ground found, serves LLC written determination under § 79-35-13. Enacted 2023 § 79-29-823 permits email to registered agent email or first-class mail as LLC indicates. |
LLC has 60 days after service to correct each ground or demonstrate to Secretary’s reasonable satisfaction that each does not exist (§ 79-29-823(2)). |
After uncured period Secretary signs certificate reciting grounds and effective date, files original, and serves copy through email or first-class mail route (§ 79-29-823(2)). |
Dissolution does not end registered-agent authority; administratively dissolved LLC may defend a state-court action but may not maintain one until reinstated (§ 79-29-831(1), (2), (4)). |
Department of Revenue delinquency notice to Secretary is an express administrative-dissolution ground (§ 79-29-821(e)); the Secretary still follows § 79-29-823 notice and cure procedure. |
Application at any time after effective dissolution stating ground absent or eliminated; Secretary files reinstatement certificate when application correct; reinstatement relates back (§ 79-29-825). |
| Missouri verified 2026-09-26 | Mo. Rev. Stat. § 347.183; Secretary of State can cancel LLC filings generally under subdivision (2), or administratively cancel articles for expired stated duration under subdivision (5). |
General: required-document, agent, fee, fraud/false-filing or criminal-law noncompliance. Separate route: stated LLC duration expires (§ 347.183(2), (5)(a)). |
General cancellation: written reasons personally or certified mail to last agent, member, or manager 30 days before effect. Expiration: written notice personally or by mail at least 30 days before effect (§ 347.183(2), (5)(b)). |
General: correct record or petition circuit court within 30 days after notice. Expiration: amend duration or disprove stated expiration within 60 days after mailed notice service is perfected (§ 347.183(2)–(3), (5)(c)). |
General § 347.183(2) grants cancellation/disapproval power after advance notice. Expiration § 347.183(5)(c) requires signed and filed administrative-cancellation record reciting grounds and effective date. |
For expiration cancellation, LLC continues only to wind up/liquidate and notify claimants; registered-agent authority survives. General § 347.183(2) has no matching activity clause (§ 347.183(5)(d)–(e)). |
Two distinct Secretary routes: general compliance cancellation and expiration-specific administrative cancellation; notice, cure, formal record, and effect differ (§ 347.183(2), (5)). |
General cancellation may be rescinded on corrective proof (§ 347.183(3)); expiration cancellation has application, fee, possible new name, and relation-back route (§ 347.183(6)). |
| Montana verified 2026-09-26 | Mont. Code Ann. §§ 35-8-209, -914; Secretary of State may involuntarily dissolve a domestic LLC by order. |
Agent change or absence uncorrected 60 days; report unfiled 140 days; unpaid required fees; fraud or continued abuse after notice, with court order for those last two (§ 35-8-209). |
Secretary lists defaults by Sept. 1; notice by letter to LLC care of agent/director/officer or monthly newspaper publication for 3 months; states proposed dissolution and consequences (§ 35-8-914(2)–(4)). |
Rectify § 35-8-209 grounds within 90 days after delivery or publication of notice; Secretary may order dissolution after that period (§ 35-8-914(4)–(5)). |
After 90 days, Secretary may dissolve by order, compile names of dissolved LLCs, and immediately give them notice (§ 35-8-914(5)). |
Post-order business only to wind up and notify claimants; members/managers hold assets in trust; registered-agent service authority survives (§ 35-8-914(6)–(7)). |
Alternative general notice by monthly publication for 3 months; notice states forfeiture of tax, penalty, or costs; series winding-up events are separately stated (§§ 35-8-914(3)–(4), 35-8-901(4)). |
Apply to Secretary within 5 years with required statements, reports, and tax certificate if applicable; reinstatement relates back; denial appeal within 30 days (§§ 35-8-912–913). |
| Nebraska verified 2026-09-26 | Neb. Rev. Stat. §§ 21-151–.152; Secretary of State may administratively dissolve a domestic LLC. |
Fee, tax, or penalty due to Secretary unpaid 60 days after due; biennial report undelivered 60 days after due (§ 21-151(a)). Biennial report due April 1 in applicable odd year (§ 21-125(c)). |
Secretary may dissolve; first files a record of ground determination and serves LLC copy of filed record (§ 21-151(a)–(b)). |
Within 60 days after service of filed determination, correct each ground or show Secretary to reasonable satisfaction that each does not exist (§ 21-151(c)). |
After uncured period Secretary prepares, signs, files declaration stating grounds and serves LLC filed copy (§ 21-151(c)); filing the declaration is distinct from filing the initial determination. |
LLC continues in existence but only for statutory winding up, liquidation, and claimant notice; agent authority continues (§ 21-151(d)–(e)). |
§ 21-514(b): if a series LLC omits an active protected series from its biennial report, certificate of existence for that series is withheld but the series is otherwise unaffected; parent LLC report default remains governed by § 21-151. |
Apply within 5 years under § 21-152(a); after 5 years § 21-152(c) permits a late application with fee, legitimate reason, and no public fraud; effective reinstatement relates back (§ 21-152(e)). |
| Nevada verified 2026-09-26 | Nev. Rev. Stat. §§ 86.263, 86.272–.276; Secretary of State; domestic LLC charter revocation and forfeiture of right to transact business. |
Failure to make the required initial or annual list filing and pay its fee when due creates default (§§ 86.263, 86.272(1)); a list lacking required manager/member addresses can be refused (§ 86.269). Unit-owner association registration/fee default is a separate referral ground (§ 86.272(2)). |
Secretary must send written default notice to LLC registered agent, stating unpaid filing fee, penalties, and costs; agent may request electronic notice (§ 86.274(1)). Secretary also sends forfeiture notice afterward (§ 86.274(4)). |
No separate number-of-days response window in § 86.274; default continues until required filing/fees are addressed. Charter revocation occurs on the first day of the first anniversary of the month following the month filing was required (§ 86.274(2)). |
Statute itself revokes charter and forfeits transaction right on the § 86.274(2) anniversary date; Secretary compiles forfeiture list and then notifies agent (§ 86.274(3)–(4)). |
Managers, or members if no managers, hold defaulting LLC property/assets in trust; proceedings concerning them may follow LLC dissolution rules; reinstatement dismisses proceedings and restores property (§ 86.274(5)–(6)). Statute says right to transact business is forfeited. |
For a unit-owners association LLC, Real Estate Division Administrator’s notice of registration or fee noncompliance also causes Secretary to deem company in default (§ 86.272(2)); Secretary compiles complete forfeiture list under § 86.274(3). |
§ 86.276: required filings, fees/penalties and reinstatement fee; relation back, but no reinstatement after five consecutive years of revocation. § 86.580 separately permits charter revival by certificate and approval. |
| New Hampshire verified 2026-09-26 | N.H. Rev. Stat. §§ 304-C:129(IV), :136–:138; Secretary of State may administratively dissolve a domestic LLC. |
Two consecutive years of report or fee/penalty default beyond 60 days; no agent or registered office for 60 days; 60-day failure to report change/resignation/discontinuance; stated-duration expiry (§ 304-C:136). |
Secretary may dissolve; on determining grounds, signs dissolution notice and mails it with reinstatement application to LLC's principal address; notice recites grounds and effective date (§§ 304-C:136–:137(I)). |
§ 304-C:137(I) provides a signed final notice after ground determination, with no separate advance cure period; reinstatement application states grounds did not exist or were eliminated (§ 304-C:138(I)(b)). |
Secretary issues signed notice of dissolution; the effective date is the date stated in that notice (§§ 304-C:129(IV), :137(I)). |
Dissolution starts winding up; authorized members/managers may liquidate and settle affairs, with court trustee available for equitable cause; agent authority survives (§§ 304-C:129, :137(II), :139). |
LLC name and trade name protected for 120 days after notice mailing absent its consent; late reinstatement requires one newspaper or Secretary-site publication (§§ 304-C:137(III), :145(II)). |
Apply within 3 years; Revenue certificate required if application arrives more than 120 days after notice mailing; after 3 years use late reinstatement. Effective reinstatement relates back (§§ 304-C:138, :145). |
| New Jersey verified 2026-09-26 | N.J. Stat. §§ 42:2C-26, -53; Division of Revenue filing office places a domestic LLC on an inactive list, while the LLC continues in existence (§§ 42:2C-2, -53(d)). |
Filing-office fee or penalty unpaid 60 days after due date, or annual reports missing for two consecutive years (§ 42:2C-53(a)); § 42:2C-26(b)(1) addresses the report default. |
Filing office may act; it must give intent notice to registered office, or principal office if its different mailing address is in agency records (§ 42:2C-53(a)–(b)). |
Within 60 days after service of intent notice, correct every ground or show to the office's reasonable satisfaction that each ground does not exist (§ 42:2C-53(c)). |
If uncured after response period, office places LLC on inactive list, files declaration, and sends action notice to the statutory office address (§ 42:2C-53(c)). |
LLC continues in existence, with activities limited to winding up, liquidation, and claimant notices; agent authority continues (§ 42:2C-53(d)–(e)). |
Reinstatement two or more years after inactivation requires tax-clearance certificate; inactivation preserves agent authority (§§ 42:2C-53(e), -54(d)). |
Apply under § 42:2C-54; pay reinstatement, current-report, and delinquent-report fees. Reinstatement relates back; taken name requires amendment; after two years, tax clearance (§§ 42:2C-26(b)(3), -54). |
| New Mexico verified 2026-09-26 | N.M. Stat. Ann. §§ 53-19-66.1–.2; Secretary of State (code still uses bracketed former “commission” title) may administratively revoke a domestic LLC; 12.3.4.11(F) NMAC sets certificate step. |
§ 53-19-66.1 lists 30 days without required agent, or 30 days after agent/registered-office change without filing required statement. Those are the stated revocation grounds; § 53-19-5 requires continuing registered office and agent. |
§ 53-19-66.1 says agency may revoke; 12.3.4.11(F) NMAC requires notice to the LLC of its reinstatement right after revocation. Those provisions do not prescribe an advance intent notice. |
Thirty-day eligibility period measured from lack of agent or from office/agent change without filing (§ 53-19-66.1); no additional pre-revocation cure window is stated in the two-ground statute and 12.3.4.11(F) NMAC. |
Agency issues a certificate of revocation under 12.3.4.11(F) NMAC; the statute does not supply a separate automatic revocation date. Effective date appears in reinstatement application and certificate (§ 53-19-66.2). |
§ 53-19-66.2(C) provides that, when reinstatement is effective, LLC resumes business as if revocation had never occurred. § 53-19-5(E) fixes resignation of registered-agent appointment at 30 days after agency receipt or earlier successor appointment. |
§ 53-19-66.1 states two agent/office grounds; 12.3.4.11(F) NMAC uses agency certificate and reinstatement notice for the domestic LLC. |
Application within 2 years stating ground absent/eliminated and compliant name; agency cancels revocation certificate and files reinstatement certificate; effective reinstatement relates back (§ 53-19-66.2). |
| New York verified 2026-09-26 | N.Y. Ltd. Liab. Co. Law §§ 301(e), 701–705; no general agency dissolution of an ordinary domestic LLC for a late biennial statement under this chapter. |
Biennial statement of process-mailing address is required (§ 301(e)(1)); § 701(a)'s dissolution events do not include report, tax, or agent default. Publication-proof lapse triggers separate suspension (§ 206(a)). |
No agency intent or dissolution notice for biennial nonfiling in §§ 301(e), 701; Secretary of State remains the designated process agent (§ 301(a), (c)). |
No administrative-dissolution cure clock for a missed biennial statement in §§ 301(e), 701. Publication authority is suspended at 120 days after formation if proof remains unfiled (§ 206(a)). |
No administrative dissolution document in Article VII; voluntary dissolution is distinct, with articles-of-organization cancellation on filing dissolution articles (§§ 701(a), 705(b)). |
Biennial nonfiling is outside § 701(a)'s dissolution events; Secretary remains statutory process agent and prior process-mailing address continues until changed (§ 301(a), (c)). |
Tax Law § 203-a proclamation reaches listed corporations, not LLCs. LLC § 206(a) instead imposes automatic publication-default suspension, annulled by filing compliant proof. |
No administrative-dissolution reinstatement under LLC Article VII for a missed biennial statement; § 206(a) restores suspended business authority when compliant publication proof is filed. |
| North Carolina verified 2026-09-26 | Chapter 57D § 57D-6-06; Secretary of State may administratively dissolve a domestic LLC. Separate suspensions arise under §§ 57D-1-32 and 105-230. |
Chapter 57D payment or April 15 report over 60 days late; agent/office absent 60 days; change unreported 60 days; knowing failure to answer interrogatories on time (§§ 57D-2-24, -6-06(a)). |
Secretary may initiate dissolution; upon finding a ground, must mail the LLC a determination notice. Separate suspension notices follow agency action (§§ 57D-6-06(a)–(b), 57D-1-32(a), 105-230(a)). |
Within 60 days after determination notice is mailed, correct every ground or demonstrate each does not exist; qualifying deployed-owner LLCs have the enacted § 57D-2-26 exception (§ 57D-6-06(b); 2026 S.L. 59 § 13). |
After uncured notice period, Secretary signs a certificate reciting grounds and effective date, files original, and mails copy; filing causes dissolution subject to reinstatement (§§ 57D-6-01(5), -6-06(b)–(c)). |
Dissolved LLC winds up and may temporarily continue business; suits and registered-agent authority survive dissolution. If no agent is maintained, Secretary becomes process agent (§§ 57D-6-07(a), (f), 55D-33(b)). |
Revenue-law report, return, tax or fee unpaid 90 days can cause § 105-230 suspension; knowing failure to answer interrogatories can cause § 57D-1-32 suspension. Both terminate conferred powers during suspension. |
Dissolved LLC applies under § 57D-6-06(c), using §§ 55-14-22–24 procedures and subject to name availability and reliance rights; suspension restoration follows §§ 57D-1-32(b) or 105-232(a). |
| Ohio verified 2026-09-26 | Ohio Rev. Code § 1706.09(L); Secretary of State cancels a domestic LLC's articles for the stated agent default. |
Failure to continuously maintain an agent or to file a change of the agent's name or address (§ 1706.09(L)). |
Secretary gives default notice by ordinary or electronic mail to the company's supplied email or the address in the agent's resignation notice (§ 1706.09(L)). |
Cure the agent default within 30 days after the Secretary mails notice, or within a longer period the Secretary grants (§ 1706.09(L)). |
At the uncured period's expiration, articles cancel without further notice or Secretary action; Secretary notes cancellation on the record (§ 1706.09(L)). |
Statute addresses restored rights upon reinstatement; § 1706.09(H)(2) permits Secretary-of-State service, on affidavit and fee, when no agent is maintained (§§ 1706.09(H)(2), 1706.46). |
Secretary furnishes the tax commissioner a monthly list of companies canceled and reinstated under this agent-default route (§ 1706.09(L)). |
Within two years, file prescribed reinstatement application and agent appointment or statement, and pay § 111.16(Q) fee; § 1706.46 restores rights subject to its stated conditions (§§ 1706.09(L), 1706.46). |
| Oklahoma verified 2026-09-26 | 18 O.S. §§ 2012.1(B), 2055.2–.3; Secretary of State records domestic LLC good-standing loss and statutory cancellation of articles. |
Annual certificate/fee due on organization anniversary; 60-day delinquency ends good standing; 3 years of nonfiling/nonpayment or unpaid agent fee triggers cancellation (§§ 2012.1(B), 2055.2(B), (D)). |
Secretary emails annual-certificate reminder to last recorded email at least 60 days before anniversary (§ 2055.2(C)); § 2012.1(B) states no separate pre-cancellation intent notice. |
File certificate/pay fee within 60 days after due date to avoid good-standing loss; within 3 years to avoid automatic cancellation (§§ 2012.1(B), 2055.2(D)). |
Articles deemed canceled on third anniversary of certificate or registered-agent-fee due date; no signed dissolution certificate is required by § 2012.1(B). |
After good-standing loss, SOS rejects most filings and LLC cannot maintain Oklahoma court action; delinquency does not impair listed acts or defense (§§ 2055.2(E)–(F), 2055.3(C)). |
§ 2012.1(B) applies same three-year cancellation to registered series; § 2055.2(D) also removes series good standing after 60 days. |
File delinquent certificates, pay fees, and apply to SOS; certificate of reinstatement and relation-back as though good standing/articles had not lapsed (§ 2055.3(A)–(B)). |
| Oregon verified 2026-09-26 | ORS 63.647–.654; Secretary of State may administratively dissolve a domestic LLC; ORS 63.032 adds investigation and Revenue recommendation routes. |
Unpaid chapter fee; late annual report; missing agent/office or unreported change; expired stated duration; § 63.032 order noncompliance or Revenue recommendation (§ 63.647). |
Secretary may start; on finding a ground, must give LLC written determination notice; permitted addresses include agent/registered office or LLC/manager at record office (§§ 63.034(6), 63.651(1)). |
45 days after notice is given to correct every ground or satisfy Secretary none exists (§ 63.651(2)); § 63.032(1) investigation orders require responses within 30 days. |
After uncured 45 days, Secretary shall dissolve LLC (§ 63.651(2)); that section does not prescribe a separately signed/filed certificate. |
LLC continues only for winding up, liquidation, and claimant notice; registered-agent authority continues (§ 63.651(3)–(4)). |
Revenue director may recommend dissolution for tax-law noncompliance, subject to appeal restriction; Secretary decides and uses § 63.651 (§ 63.032(3)). |
Apply within 5 years; Secretary may waive on proof of continued active existence; reinstatement relates back, subject to § 63.032(4) clearance where applicable (§§ 63.032, 63.654). |
| Pennsylvania verified 2026-09-26 | 15 Pa.C.S. Ch. 3, Subch. H; Department of State may dissolve a domestic filing entity, which includes a domestic LLC (§§ 102, 381). |
Annual report not delivered within six months after due date; LLC report due before October 1. Ground applies to reports due on or after January 4, 2027 (§§ 146(c)(2), 381). |
Department may start proceeding; if it finds a ground, it must deliver determination notice to registered office, if any, and last-reported principal office (§§ 381(a), 382(a)). |
Within 60 days after notice delivery, file the required report or show the department it was already delivered (§ 382(b)). |
After uncured 60 days, department must file a dissolution statement stating an effective date no earlier than 60 days after notice delivery; it then delivers a copy (§ 382(b)(1), (c)). |
LLC continues as same entity; activity limited to winding up, liquidation, or reinstatement application. Governors continue; no separate service-agent effect stated (§ 382(d)). |
This Chapter 3 route addresses overdue annual reports; the department also sends a copy of its filed statement to the office addresses. No separate tax, publication, or series step is specified (§§ 381–382). |
Entity may apply to department; department files reinstatement statement if requirements are met. Reinstatement generally relates back, with name and reliance exceptions (§ 383(a)–(c)). |
| Rhode Island verified 2026-09-26 | R.I. Gen. Laws §§ 7-16-41–44; Secretary of State may revoke an ordinary domestic LLC’s certificate of organization. |
Fraud, continued authority abuse, late annual report, unpaid fees/taxes, 30-day agent absence, unreported agent change, missing required filing, or material misrepresentation (§ 7-16-41(a)). |
At least 60 days’ advance regular-mail notice stating basis to resident agent; returned-mail fallback to principal office or formation-record address/person (§ 7-16-41(b)(1)). |
Notice at least 60 days before revocation; before revocation file missing report/statement/articles, pay fees/taxes, or correct misrepresentation (§ 7-16-41(b)). |
Secretary issues duplicate revocation certificates, files one, mails one; LLC’s authority to transact ceases on issuance (§ 7-16-42). |
Authority to transact ceases on certificate issuance (§ 7-16-42(b)); Secretary is process agent if no resident agent exists or agent cannot be served (§ 7-16-11(e)). |
After July 15, Tax Administrator may certify one-year delinquent annual-fee list absent pending appeal; Secretary may then start revocation (§ 7-16-67.1(a)). |
Secretary may withdraw revocation within 20 years after missing filings, annual penalty, and tax good-standing certificate; retroactive effect; Superior Court appeal also available (§§ 7-16-43–44). |
| South Carolina verified 2026-09-26 | S.C. Code §§ 33-44-809–811; Secretary of State may administratively dissolve a domestic LLC for covered nonpayment. |
Fee, tax, or penalty imposed by Chapter 33-44 or other law unpaid 60 days after due (§ 33-44-809). |
Secretary may start; once ground found, must enter record of determination and serve LLC a copy (§§ 33-44-809, -810(a)). |
Within 60 days after service of determination, correct each ground or satisfy Secretary that it does not exist (§ 33-44-810(b)). |
After uncured service period, Secretary signs dissolution certification reciting ground and effective date, files original certificate, serves copy (§ 33-44-810(b)). |
LLC continues only to wind up/liquidate and notify claimants; service-agent authority is not terminated (§ 33-44-810(c)–(d)). |
Unpaid tax is a dissolution ground; Department of Revenue certificate confirming all owed taxes paid is required for reinstatement (§§ 33-44-809, -811(a)(4)). |
Apply within two years with corrected/nonexistent-ground statement, compliant name, and Revenue tax certificate; effective reinstatement relates back (§ 33-44-811). |
| South Dakota verified 2026-09-26 | SDCL §§ 47-34A-809–812; Secretary of State administratively dissolves a domestic LLC by certification. |
Fees, taxes, or penalties unpaid 60 days after due, or annual report undelivered 60 days after due (§ 47-34A-809). |
Secretary may start; if a ground exists, enters determination in a record and serves LLC a copy (§ 47-34A-810(a)). |
Within 60 days after service of determination, correct each ground or reasonably demonstrate each does not exist (§ 47-34A-810(b)). |
If grounds persist, Secretary signs certification stating grounds and effective date, files original certificate, and serves LLC a copy (§ 47-34A-810(b)). |
LLC continues only to wind up, liquidate, and notify claimants; service-agent authority survives administrative dissolution (§ 47-34A-810(c)–(d)). |
Taxes are included in the same 60-day nonpayment ground (§ 47-34A-809(1)); no separate tax-agency action is specified in §§ 47-34A-809–810. |
Apply to Secretary after dissolution with fees, grounds-cleared statement, compliant name, and tax certificate; reinstatement relates back; denial appeal within 30 days (§§ 47-34A-811–812). |
| Tennessee verified 2026-10-04 | Secretary of state; Prior LLC Act §§ 48-245-301–303 for pre-2006 nonelectors, Revised LLC Act §§ 48-249-604–606 for newer/electing LLCs (§ 48-249-1002). |
Both tracks: report overdue two months, missing agent/office two months, noncompliant name, failure to report agent/office change within two months, dishonored fee payment, knowingly materially false filed document, specified foreign-adversary ownership/control with CFIUS exception, or expiration of an articles-fixed term (§§ 48-245-301, 48-249-604). |
Secretary may start proceeding; after finding a ground shall serve LLC written determination under the track's service rule, with first-class mail allowed (§§ 48-245-301–302(a), 48-249-604–605(a)). |
Two months after service to correct every ground or show each does not exist to secretary's reasonable satisfaction (§§ 48-245-302(b), 48-249-605(b)). |
After failed cure, secretary shall sign certificate reciting grounds and effective date, file original and serve copy; certificate's stated date is effective event (§§ 48-245-302(b), 48-249-605(b)). |
Dissolved LLC continues but may act only to wind up/liquidate and notify claimants; registered agent's authority survives (revised track also preserves registered-office designation) (§§ 48-245-302(c)–(d), 48-249-605(c)–(d)). |
These two secretary-of-state provisions give no separate tax-agency, public-list, or series-specific step; their dishonored-fee-payment ground is distinct from a disputed tax debt (§§ 48-245-301, 48-249-604). |
Apply to secretary with confirmation of good standing, name and corrected/no-ground statement; approved reinstatement relates back to dissolution date. A Prior Act LLC dissolved for an expired fixed term has a one-year amendment-and-application route (§§ 48-245-303(a), (c), -306, 48-249-606(a), (c)). |
| Texas verified 2026-09-26 | Business Organizations Code filing-entity termination by secretary of state covers domestic LLCs (§§ 1.002(22), 11.251); Tax Code has a separate taxable-entity forfeiture route (§§ 171.0002(a), 171.2515, 171.309). |
Report not filed on time, fee or penalty unpaid, or required Texas agent/office not maintained; formation filing fee unpaid or dishonored (§ 11.251(b)). Separate franchise-tax report, tax or tax-penalty default can trigger Comptroller forfeiture (§§ 171.251, 171.2515). |
Secretary may mail regular or certified notice describing the failure to the registered office or principal business address in state records (§ 11.251(a)). A later termination certificate states date and cause and is mailed to the entity (§ 11.252). |
For report, fee/penalty or agent/office failure, correction before day 91 after notice was mailed; for unpaid or dishonored formation fee, before day 16 (§ 11.251(b)). After termination, reinstatement can rest on a finding that the ground did not exist (§ 11.253(a)(2)). |
Secretary issues and mails a certificate stating date and cause; existence ends on issuance, except as Chapter 11 provides (§ 11.252). Tax certificate forfeiture is a separate later SOS action after Comptroller certification and 120-day nonrevival (§ 171.309). |
Terminated LLC survives through third anniversary only for existing claims, proceedings, property liquidation/distribution and unfinished affairs; it cannot continue its former business absent reinstatement (§ 11.356). If agent is missing, SOS is service agent (§ 5.251). |
Taxable LLC: Comptroller may forfeit transaction right using corporate tax-default procedure; SOS may later forfeit certificate (§§ 171.0002(a), 171.2515, 171.309). Parent winding-up requires series winding-up; registered series also follows Chapter 11 termination rules (§§ 101.616–.617). |
Certificate of reinstatement after § 11.251 termination if grounds cured or absent; before third anniversary, existence is treated as uninterrupted; related series revive automatically (§ 11.253). Tax certificate forfeiture uses Tax Code route, also with relation back and series revival (§ 11.254). |
| Utah verified 2026-10-01 | Utah Code §§ 16-1a-602–604, 16-20-701(6); Division of Corporations may administratively dissolve a domestic LLC |
Division-required fee/tax/interest/penalty unpaid 6 months after payment demanded; report over 60 days late; Utah registered agent absent 60 consecutive calendar days (§ 16-1a-602) |
Division may bring action; if ground exists, must serve LLC notice of its determination (§§ 16-1a-602–603(1)) |
Up to 60 days after Division serves notice to cure each listed condition or demonstrate to Division each does not exist (§ 16-1a-603(2)) |
If no cure or successful response, Division signs statement of administrative dissolution stating grounds and effective date; signing and filing is LLC dissolution event (§§ 16-1a-603(3), 16-20-701(6)) |
LLC continues as same entity solely to wind up/liquidate or seek reinstatement; agent authority continues (§ 16-1a-603(4)–(5)) |
Division-required tax delinquency is an express ground; §§ 16-1a-602–603 state no distinct tax-office dissolution or publication step for this ordinary LLC |
§ 16-1a-604(1) permits application any time if name available; subsection (5)(c) omits LLCs from conditions for Division action, leaving their reinstatement path textually uncertain; relation back stated in (7) if reinstatement effective |
| Vermont verified 2026-09-26 | 11 V.S.A. §§ 4033–4034; domestic LLC articles terminate for missed annual report; Secretary of State handles reinstatement. |
Annual report due within 3 months after fiscal-year end; failure to file terminates domestic articles (§§ 4033(c), 4034(a)(1)). |
§ 4034(a)(1) states domestic articles terminate; (a)(2) directs Secretary to notify a foreign LLC of its certificate termination. No domestic advance notice stated. |
No advance domestic cure or contest window in § 4034(a)(1); after termination, file each missing report and pay report and reinstatement fees for each missed year (§ 4034(a)(3)). |
Domestic articles “shall terminate” on report failure; § 4034 states no separate domestic certificate or fixed termination date; reinstatement relates back to the effective termination date (§ 4034(a)–(b)). |
§ 4034(d) preserves designated-agent authority, pending proceedings, member/manager limited liability, and validity of interim acts; it does not state general operating powers. |
§ 4034(a) addresses annual-report termination; its express post-termination notice is for foreign LLCs, while (d)(3) preserves the designated agent. |
File overdue annual reports and pay each year’s report and reinstatement fees; Secretary reinstates articles, retroactive to termination; name retention ends if still unfiled after 5 years (§ 4034(a)–(c)). |
| Virginia verified 2026-09-26 | Virginia LLC Act; State Corporation Commission; automatic or involuntary cancellation of domestic LLC existence (§§ 13.1-1046, -1050.2–.3). |
Unpaid annual registration fee through third month after due date; unresolved agent resignation; order grounds: authority abuse, no agent/office, missing required filing, or specified federal employment conviction (§§ 13.1-1050.2–.3, -1062). |
Fee: Commission mails penalty and impending-cancellation notice, but cancellation does not depend on mailing. Agent resignation: impending-cancellation notice mailed to LLC. Order route: Commission issues rule giving hearing and show-cause opportunity (§§ 13.1-1050.2–.3, -1064). |
Fee: pay by last day of third month after due date. Agent: file replacement statement within 31 days of resignation filing, or by last day of second month after warning month. Order route: opportunity to be heard and show cause (§§ 13.1-1050.2–.3). |
Fee or agent route: existence automatically canceled on statutory last day; other listed grounds: Commission cancellation order after show-cause process (§§ 13.1-1050.2(A)–(B), -1050.3(A)–(B)). |
After cancellation, assets and affairs pass to managers, managing members, or interest holders as liquidation trustees; existing claims survive. If no registered agent is maintained, Commission clerk may receive service (§§ 13.1-1050.2(C), -1050.3(C), -1050.5, -1018(B)). |
Each protected series owes a separate annual registration fee; fee-cancellation rules apply to it. Parent LLC cancellation dissolves its protected series (§§ 13.1-1099.1, -1099.11). |
Apply to Commission within five years with required payments and corrections; Commission order restores continuous existence. Authority-abuse cancellation excluded; specified federal conviction cancellation has at least a one-year bar (§§ 13.1-1050.3(D), -1050.4). |
| Washington verified 2026-09-26 | RCW 23.95.605–.615 governs administrative dissolution of domestic entities, including LLCs; RCW 25.15.265(6) makes it an LLC dissolution event. |
Unpaid fee, interest, or penalty when due; annual report not delivered within 120 days after due; 30 consecutive days without Washington agent; stated duration expired (RCW 23.95.605). |
Secretary may commence proceeding; if ground found, must serve LLC a record of that determination through RCW 23.95.250 delivery channels (RCW 23.95.610(1)). |
Within 60 days after service of determination notice, cure or satisfy Secretary that each stated ground does not exist (RCW 23.95.610(2)). |
If uncured, Secretary executes and files statement reciting grounds and effective date, then serves copy; filing effectiveness follows RCW 23.95.210 (RCW 23.95.610(2)). |
LLC continues as entity but only to wind up/liquidate or apply for reinstatement; dissolution does not end registered-agent authority (RCW 23.95.610(3)–(4)). |
General Secretary-of-State procedure in RCW 23.95.605–.610 applies; the stated grounds include fees, reports, agent lapse, and expired duration. |
Apply to Secretary within five years; cure or disprove grounds and pay required fees; effective reinstatement relates back, subject to reliance rights (RCW 23.95.615). |
| West Virginia verified 2026-09-26 | W. Va. Code §§ 31B-8-809–811; Secretary of State may administratively dissolve an ordinary domestic LLC. |
Covered fee, tax, or penalty unpaid 60 days; annual/biennial report undelivered 60 days; required professional license revoked, Employment Programs default, or material filing misrepresentation (§ 31B-8-809(a)). |
Secretary may begin; on determining grounds, must send LLC written determination by certified mail (§§ 31B-8-809(a), -810(a)). Fee-default dissolution also requires separate certified-mail notice at least 30 days before listed action date (§ 59-1-2a(g)(1)). |
Within 60 days after determination notice's service is perfected under § 31B-1-111, correct each ground or show Secretary to reasonable satisfaction that each does not exist (§ 31B-8-810(b)). |
Secretary signs/files certificate stating grounds and effective date, then sends electronic copy if email is on file (§ 31B-8-810(b)); delinquency alone is not dissolution. |
LLC continues, only to wind up/liquidate and notify claimants; process-agent authority survives. Secretary can receive process if no agent is maintained (§§ 31B-8-810(c)–(d), 31B-1-111(b)). |
Fee nonpayment has 30-day certified-mail notice (§ 59-1-2a(g)(1)); parent dissolution dissolves protected series, and parent reinstatement provisions apply to each series (§§ 31B-14-501(1), -503(a)). |
Apply within two years with Tax Commissioner paid-tax certificate; effective reinstatement relates back (§ 31B-8-811). Denial may be appealed within 30 days after perfected service (§ 31B-8-812(b)). |
| Wyoming verified 2026-09-26 | Wyo. Stat. § 17-29-705; Secretary of State administratively forfeits domestic LLC articles and treats entity as defunct. |
No agent/office; unpaid § 17-29-210 annual fee or § 17-28-109 penalty; knowing false filing, ignored subpoena, or listed public-interest misconduct (§ 17-29-705(a)–(c)). |
Agent route: first-class mail or electronic failure notice. Fee route: notice to last known mailing address by mail or electronic means; (c) follows (a) method (§ 17-29-705(a)–(c)). |
Agent and (c) routes: 60 days from mailing or electronic submission; fee/penalty route: 60 days from date of notice. Compliance averts forfeiture (§ 17-29-705(a)–(c)). |
Secretary may mark delinquent awaiting forfeiture at notice; after uncured 60-day window, LLC is deemed defunct and its articles forfeited (§ 17-29-705(a)–(d)). |
Statute labels LLC defunct with forfeited articles; it states no ordinary operating or winding-up power. Without an agent, principal-office mail service is available (§§ 17-29-705, 17-28-104(b)). |
No separate tax-agency or series forfeiture step in § 17-29-705; low-profit LLC name-cure route in (e) falls outside ordinary LLC scope. |
Within 2 years: agent route needs statement, rule fee and $250 penalty; fee route needs delinquent fees and relates back. Name retained during 2-year window (§ 17-29-705(a)–(b)). |
This survey covers 48 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers. Wisconsin is a separate case: no official statute text is publicly available to quote there.
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