LLC Reinstatement and Revival Packet
DELAWARE LLC REINSTATEMENT AND REVIVAL PACKET
Diagnostic packet—not an eligibility promise. Identify the exact status-loss trigger, effective date, and governing route before preparing a filing. Reinstatement, revival, restoration, reactivation, and setting aside a tax forfeiture are not interchangeable.
Scope gate. Excludes judicial or disputed status loss, bankruptcy or insolvency, expired statutory windows, mergers/conversions, voluntarily closed entities unless the state expressly supplies a route, professional/regulated eligibility, and opinions that reinstatement validates prior acts or eliminates personal liability.
1. STATUS RECORD
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| State entity/file number | [________________________________] |
| Formation date | [__/__/____] |
| Current state status | [________________________________] |
| Status effective date | [__/__/____] |
| Stated reason for status | [________________________________] |
| Notice date and source | [________________________________] |
| Last active date | [__/__/____] |
| Current registered agent/office | [________________________________] |
| Name presently available | ☐ Yes ☐ No ☐ Not checked |
Attach the official entity-detail page, notices, tax-agency correspondence, filing history, and governing documents.
2. ROUTE CLASSIFICATION
| Status-loss event | Candidate route | Selected |
|---|---|---|
| Missed annual/biennial report while still delinquent | File overdue report; reinstatement may not yet apply | ☐ |
| Administrative dissolution/cancellation for report or agent defect | Entity reinstatement/restoration | ☐ |
| Tax suspension or forfeiture | Tax-agency cure plus state filing, if required | ☐ |
| Voluntary dissolution/cancellation/termination | Only an express statutory revocation/revival route | ☐ |
| Court-ordered status loss | Court/legal-review route—outside this packet | ☐ |
| Merger, conversion, or domestication | Transaction-specific correction—outside this packet | ☐ |
| Eligibility period expired | Stop; new-entity advice required | ☐ |
3. DELAWARE DIAGNOSTIC
Confirm that the certificate of formation was canceled on a statutory ground eligible for revival under § 18-1109. A voluntarily canceled LLC, merger result, or other status may require a different analysis.
Prepare a Certificate of Revival meeting § 18-1109 and pay the filing fee, annual tax due at cancellation, and all related penalties and interest. Confirm registered-agent and name information before filing.
As of 2026-07-27, Delaware law requires the revival filing to be accompanied by the statutory fee and tax, penalties, and interest due at cancellation. Obtain a current amount from the Division/registered agent; do not estimate it from an old invoice.
☐ Exact route confirmed from the current official record.
☐ Filing or tax window calculated from the correct effective date.
☐ No expired route is presented as available.
☐ Name availability and required amendment/alternate-name filing checked.
☐ Current signer eligibility verified.
4. DEFICIENCY CURE INVENTORY
| Deficiency | Agency | Required cure | Amount due | Completed |
|---|---|---|---|---|
| Annual/biennial report | [Agency] | [Filing] | $[____] | [__/__/____] |
| Tax return/payment | [Agency] | [Return/Payment] | $[____] | [__/__/____] |
| Registered agent/office | [Agency] | [Change filing] | $[____] | [__/__/____] |
| Entity name conflict | [Agency] | [Amendment/Consent] | $[____] | [__/__/____] |
| Other penalty/interest | [Agency] | [Cure] | $[____] | [__/__/____] |
☐ Every delinquent period confirmed directly with the relevant agency.
☐ Tax clearance, account-status certificate, or good-standing evidence uses the exact document required—not a website printout unless expressly accepted.
☐ Current-year obligations included where the agency requires them.
5. ACTIVITY DURING INACTIVE PERIOD
| Date | Contract / act / filing | Counterparty | Amount | Ratification or legal review needed |
|---|---|---|---|---|
| [__/__/____] | [Description] | [Name] | $[____] | ☐ |
| [__/__/____] | [Description] | [Name] | $[____] | ☐ |
Do not state that reinstatement automatically validates every prior act, defeats a defense, restores a license, revives a limitation period, or eliminates member/manager exposure. Analyze those consequences separately under current law.
6. FILING PREPARATION
| Filing field | Verified value |
|---|---|
| Correct route/form | [________________________________] |
| Entity name and number | [________________________________] |
| Status-loss date | [__/__/____] |
| Cure statement | [________________________________] |
| Tax clearance attached | ☐ N/A ☐ Yes |
| Name amendment attached | ☐ N/A ☐ Yes |
| Authorized signer/capacity | [________________________________] |
| Dated base fee | $[____] as of [__/__/____] |
| Other reports/fees | $[________________________________] |
| Submission channel | [________________________________] |
☐ Form revision, fee, portal, processing instructions, and delivery address checked on filing day.
☐ Agency-generated amount reconciled to the company ledger.
☐ Acceptance evidence and effective date retained.
7. SEPARATE ACCOUNT AND LICENSE RESTORATION
State entity reinstatement does not itself restore or reopen every other system.
☐ Federal and state tax accounts confirmed separately.
☐ Payroll and unemployment accounts confirmed separately.
☐ Professional, local, industry, sales-tax, and operating licenses confirmed separately.
☐ Bank, merchant, insurance, financing, lease, vendor, and marketplace status confirmed separately.
☐ Foreign registrations in every other jurisdiction reviewed for their own reinstatement or requalification route.
8. POST-ACCEPTANCE REVIEW
☐ Official record now shows the intended active/good-standing status.
☐ Accepted filing and all clearance documents saved.
☐ Registered agent, addresses, governors/managers, and reporting calendar verified.
☐ Contracts and inactive-period acts flagged for counsel review were addressed.
☐ No statement was made that the entity has been continuously licensed, continuously insured, or immune from liabilities.
9. COMPLETION CERTIFICATE
Prepared by: [________________________________]
Authorized signer: [________________________________]
Capacity: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Delaware Code, §§ 18-1107 through 18-1109
- Delaware Division of Corporations, LLC forms
- Delaware Division of Corporations, annual tax
Fee, form, portal, window, and processing facts above are verified as of 2026-07-27 and must be checked again immediately before filing.
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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