Reinstatement and Requalification Following Administrative Dissolution or Revocation
Administrative dissolution occurs when a North Carolina business entity has failed to perform any of a number of duties described in statute. A similar process called administrative revocation is applicable to entities formed in other states or countries (foreign companies). Once an entity is administratively dissolved, it may apply to the Secretary of State for reinstatement (or requalification, in the case of foreign entities). The entities must submit an application and correct all reasons that led to the dissolution or else prove to the Secretary that the grounds do not exist.
Mail all documents and fees to Business Registration, PO Box 29622, Raleigh, NC 27626-0622. Electronic submittals cannot be accepted at this time.Please include a cover letter if you will be requesting expedited service.
Reinstatement following Administrative Dissolution (domestic companies)
Please use the following forms to apply for reinstatement following administrative dissolution for the specific entity type. The application fee is $100, though more fees may apply if annual reports are due (see below).
- Limited liability Company (Form L-08)
- Business Corporation (Form B-08)
- Nonprofit Corporation (Form N-08)
- Limited Liability Partnership (LLP-08)
Dissolution for failure to file Annual Report(s)
If the ground for administrative dissolution was failure to file an annual report timely, you will need to search your company name and download a pre-populated annual report. Begin the search here. The link to print a pre-populated annual report is located at the top of the company profile page.You must file an annual report and pay the applicable filing fee for each year that is missing. This means you may need to file several separate annual reports.
Annual Report Filing Fees
- Limited Liability Company $200
- Business Corporation $25
- Limited Liability Partnership $200
Please provide a Cover Letter with your documents.
*Make checks payable to "NC Secretary of State"
Mail all documents and fees to Business Registration, PO Box 29622, Raleigh, NC 27626-0622.
Electronic submittals cannot be accepted at this time.
You may watch a YouTube Tutorial by clicking the below video link.
Name Availability
If at the time the entity applies for reinstatement, the entity name is not distinguishable from the name of another entity on the NC Business Registry, then the applicant must change the entity name to a name that is distinguishable upon the record before a certificate of reinstatement can be issued.When the reinstatement is effective, it relates back to and takes effect as of the date of the administrative dissolution allowing the entity to carry on business as if the administrative dissolution had never occurred, subject to the rights of any person who reasonably relied to his prejudice upon the certificate of dissolution.
Requalifications or Re-Creations (foreign companies)
Foreign entities which have been administratively revoked upon the NC Business Registry can be granted a new certificate of authority when each ground for revocation has been substantially corrected to the reasonable satisfaction of the Secretary of State.
The following is required to obtain a new certificate of authority:
-
An Application for Certificate of Authority Following Administrative Revocation for the entity type
-
Limited Liability Company (Form L-09a)
- Filing fee $250
-
Business Corporation (Form B-09a)
- Filing fee $250
-
Nonprofit Corporation (Form N-01)
- Filing fee $125
-
Limited Liability Partnership (LLP-08)
- Filing fee 100
-
Limited Liability Company (Form L-09a)
- An updated Certificate of Existence from the home state
-
Proof that the ground for administrative revocation has been satisfied.
- If the ground for administrative revocation was failure to file a timely annual report with the NC Secretary of State, submit one annual report (with applicable fee)
Dissolution for failure to file Annual Report(s)
If the ground for administrative dissolution was failure to file an annual report timely, you will need to search your company name and download a pre-populated annual report. Begin the search here. The link to print a pre-populated annual report is located at the top of the company profile page.You must file an annual report and pay the applicable filing fee for each year that is missing. This means you may need to file several separate annual reports.
Annual Report Filing Fees
- Limited Liability Company $200
- Business Corporation $25
- Limited Liability Partnership $200
Please provide a Cover Letter with your documents.
*Make checks payable to "NC Secretary of State"
Mail all documents and fees to Business Registration, PO Box 29622, Raleigh, NC 27626-0622.
Electronic submittals cannot be accepted at this time.