Administratively Dissolved: How to Reinstate From Abroad

"If the annual report is not filed within sixty (60) days following the due date, the entity will be administratively dissolved."

Wyoming Secretary of State, Business FAQs. Two routes get you there and both are quiet.

A missed annual report. The due date is your anniversary month in Wyoming. The reminder goes to the registered agent on file, and if their mail forwarding is unreliable or you changed email addresses, nothing reaches you.

A lapsed registered agent. Stop paying them and the designation falls away. Now the state has no route to you at all, and the annual report is missed for the same reason.

In Delaware the failure is priced rather than terminal, at least at first:

Delaware LLC annual tax is due on or before June 1, and late payment carries a $200 penalty plus 1.5% interest per month on tax and penalty.[1]Delaware Division of Corporations, LLC/LP/GP Franchise Tax Instructions

Interest compounding on the penalty as well as the tax is why a missed payment is not the same size of problem a year later that it was on the day.

The state does not usually contact you. Third parties do.

Payment processors pause payouts. Stripe and others re-run entity checks periodically. A company not in good standing is a flag, and payouts stop while it is reviewed.

Banks freeze or restrict the account. Same mechanism, different timing.

Marketplaces suspend selling privileges where they verify entity status.

Contracts become awkward. A counterparty doing diligence finds a dissolved entity and asks questions you do not want to be answering mid-deal.

You cannot get a certificate of good standing, which is what a bank or partner will ask for to resolve any of the above.

The order matters: the money stops before you know there is a problem, which is why the state deadline deserves a calendar entry independent of your agent's reminders.

1. Confirm the actual status on the state's own portal. Not your bank's assessment, not your agent's. The state's record is the fact, and it will tell you what is outstanding.

2. Reinstate the registered agent if that lapsed. Nothing else can be filed cleanly without a current agent on record.

3. File every missed annual report, not just the most recent. States generally want the full back sequence.

4. Pay the outstanding fees, penalties and interest.

5. File the reinstatement application the state requires.

6. Get a certificate of good standing once it is processed. This is the document that clears the third parties.

7. Send it to whoever paused you, proactively. Do not wait for the processor's review to conclude on its own.

Reinstating without changing anything means doing this again next year.

Put the state deadline in your own calendar with a 30-day warning, independent of any reminder from your agent. Confirm the agent is paid every January. Keep the contact email on the state record current, because that is where notices go when they go anywhere.

Verified from each state. The time limit is the number that matters, and only one state has one.

Wyoming is the one that closes. Its Secretary of State states it plainly:

Wyoming statutes do not allow for reinstatement after two (2) years in an administratively dissolved standing.

After two years there is no reinstatement, only forming a new company. That means a new EIN, a new bank application, and the loss of whatever the old entity's age was worth to a processor. If you have a dissolved Wyoming LLC, the clock is the whole problem, and it started running the day the state dissolved you, not the day you noticed.

Wyoming's timeline into dissolution is short too. The annual report is due on the first day of your anniversary month. You are delinquent on the second day of the following month, and:

If the annual report is not filed within sixty (60) days following the due date, the entity will be administratively dissolved.

So roughly ninety days from a missed report to dissolution, then two years to fix it.

Florida has no clock but it has a name problem. Reinstatement is available "at any time," and the fee is a flat reinstatement charge plus every missed annual report at the rate on the compliance calendar. Three missed years runs to several hundred dollars. But your company name becomes available to others a year after dissolution, and if someone has taken it you must amend to a new name before reinstating. The entity survives; the name may not.

Texas requires a tax clearance letter first, which is the step people discover late:

Unless the entity is a nonprofit corporation, a certificate of reinstatement must be accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has met all franchise tax requirements and is eligible for reinstatement (Comptroller Form 05-377).

That is a separate agency on a separate timeline. Start it before the reinstatement filing, not after.

The Texas three-year rule is real and it does not mean what people think. We read section 11.253 of the Business Organizations Code. The grant of reinstatement in subsection (a) has no deadline in it at all. The three years appears once, in subsection (d):

If a filing entity is reinstated before the third anniversary of the date of its involuntary termination, the entity is considered to have continued in existence without interruption from the date of termination.

That is a retroactivity window, not a filing deadline. Reinstate inside three years and your company is treated as never having stopped existing. Reinstate after, and you can still reinstate, but the gap in existence is real and it sits on the record. For an entity with contracts signed during the gap, that distinction is the whole point.

Two Texas notes that are easy to miss. The section was amended by S.B. 1514 effective September 1, 2023, so anything written before then may describe different rules. And voluntary reinstatement under section 11.201 is available only in narrow circumstances, and never where "the termination occurred as a result of an order of a court or the secretary of state" or "forfeiture under the Tax Code."

New Mexico has the tightest window of the five, and it is in the statute itself.

A limited liability company administratively revoked pursuant to the Limited Liability Company Act may apply to the commission for reinstatement within two years after the effective date of revocation.

Two years, same as Wyoming, but written into the code rather than into a FAQ. If it succeeds, it is fully retroactive: "it relates back to and takes effect as of the effective date of the administrative revocation and the limited liability company resumes carrying on its business as if the administrative revocation had never occurred."

Worth knowing what triggers it there. New Mexico's revocation statute lists only registered-agent failures as grounds: no agent for thirty days, or no filed statement of change for thirty days after moving. In New Mexico the agent is the thing that kills the company, not a missed report.

And a Delaware clarification, because the three-year number appears there too. Delaware cancels a certificate of formation only after the annual tax has gone unpaid for a set number of years, which is the clock to cancellation rather than a deadline for putting it right. The revival statute that follows it, section 18-1109, contains no deadline of any kind. Three years to be cancelled; unlimited time to be revived.

State-by-state reinstatement costs and timelines were not retrieved. The queue calls for the top five states and we do not have them. Get the figure from the Secretary of State directly until this page carries it.

Whether a dissolved entity's limited liability protection is affected during the lapse varies by state and is a legal question we are not answering here.

How did this happen without me knowing? The notice went to your registered agent, not to you. That is the design, and it is why the deadline belongs in your own calendar.

Can I just form a new company instead? Sometimes cheaper, and it means a new EIN, new bank account, new processor applications and new platform verifications. The reinstatement is usually less disruptive than starting the whole sequence again.

Will Stripe close my account? Payouts commonly pause pending review rather than closing outright. Send the certificate of good standing as soon as you have it.

Do I need to file all the missed reports or just the latest? Generally all of them. States want the full back sequence.

How long does reinstatement take? We have not verified state processing times and are not going to guess.