How to Reinstate an LLC in Illinois: Forms, Fees, and Filing

To reinstate an LLC in Illinois, file an application for reinstatement with the Secretary of State, submit every annual report you missed, and pay the accumulated fees and penalties. There is no statutory deadline, so even an LLC that has been dissolved for several years can be brought back. The reinstatement fee alone is $200; the full bill depends on how many annual reports are outstanding and how long each has been overdue.¹

What the Application Requires

Three things have to come together: the reinstatement application itself, every delinquent annual report, and payment of all outstanding fees and penalties.²

The application asks for the LLC’s name exactly as it appeared when the dissolution notice was issued, the date of that notice, and the current registered agent’s name and Illinois street address. If your registered agent, office, principal place of business, or manager information has changed since dissolution, you can update it on the same form. A manager, or another person authorized by the company, must sign.¹

For the delinquent annual reports, you file one for every year the LLC was behind, up to a maximum of six years. Each report has to reflect accurate member or manager information.¹

Before you start, look up your LLC on the Secretary of State’s website at ilsos.gov. The record will show your file number, your dissolution date, and how many reports are outstanding. Matching your own records to the state’s database up front is the easiest way to avoid a rejection.

What It Costs

The reinstatement fee is $200, flat, no matter how long the LLC has been dissolved. On top of that, each delinquent annual report costs $75 to file.³

The penalties are where the bill grows. Each overdue report carries a late penalty of $100, and that penalty increases by $100 for every additional year the report stays unfiled.⁴

A rough example for an LLC that missed two years:

Reinstatement fee: $200
Annual report fees: $150 (two reports at $75 each)
Late penalties: at least $200, depending on how long each report has been overdue

That puts the floor around $550 for a two-year gap. For an LLC that has been dissolved for five or six years, penalties alone can run into the thousands. The Secretary of State requires full payment before the reinstatement is processed, so confirm your total through the electronic filing system or by contacting the office before submitting.

How to File

Illinois accepts LLC reinstatements electronically through the Secretary of State’s website, and that is the fastest route. You complete the application and all delinquent annual reports online and pay by credit card — Visa, Mastercard, Discover, or American Express. A payment processor fee applies on top of the filing costs. The Secretary of State’s office advises against using a debit card.¹

Your card is charged when you transmit the application. If the filing is rejected, the charge is reversed. You will receive an email confirming receipt, so double-check the email address before you submit; all correspondence goes only to the address you provide.¹

In-person filing at the Springfield office, 501 S. Second Street, Room 350, is available if you need expedited service. Expedited processing carries an additional fee. Plan on up to 10 business days for a standard electronic filing. Expedited requests get a response within 24 hours, excluding weekends and holidays.¹

Whether You Keep Your LLC Name

Illinois protects a dissolved LLC’s name for three years after the dissolution notice. During that window, no other LLC or corporation can register the same name.⁵ Reinstate inside those three years and you keep your original name.

After three years, the name is available to anyone. If another business has taken it by the time you file, you will have to choose a new name as part of the reinstatement, following the standard amendment process.² Losing a name you have built recognition around is a real cost that never shows up on a fee schedule.

What Reinstatement Does Legally

Illinois law includes a relation-back rule that matters more than most owners realize. Once the Secretary of State approves the reinstatement, the LLC’s existence “shall be deemed to have continued without interruption” from the date of dissolution, and every act taken by members, managers, officers, or employees during the gap is retroactively ratified.²

The statute also protects personal liability. No member, manager, or officer can be held personally liable for debts the LLC incurred during the dissolution period solely because the LLC was dissolved when those debts arose.² That retroactive shield only applies once the reinstatement is actually completed. Until then, exposure is real, which is reason enough to get the paperwork done rather than let it sit.

Your EIN and Federal Taxes

State administrative dissolution does not change your federal tax status. The IRS does not list reinstatement after administrative dissolution among the reasons to obtain a new Employer Identification Number; a new EIN is required only if you terminate the LLC entirely and form a new entity.⁶ Your existing EIN carries forward.

Federal filing obligations also continue through the entire dissolution period. If the business had income, expenses, or employees, returns were still owed. State reinstatement does not resolve federal tax delinquencies; those have to be addressed with the IRS separately.

Staying Active After Reinstatement

Once the LLC is restored, the annual report cycle resumes on the same schedule. Illinois annual reports are due before the first day of the LLC’s anniversary month — the month the company was originally formed. An LLC formed in June, for example, has a report due by May 31 each year. The filing fee is $75.³

Missing that deadline again starts the same sequence that led to dissolution the first time. The Secretary of State does not grant extra leniency to recently reinstated companies. Set a recurring reminder at least 60 days before the anniversary month. If the registered agent or business address changes, update it promptly; failing to maintain a registered agent is an independent ground for dissolution, even when annual reports are current.⁷

1
Illinois Secretary of State. LLC Reinstatement
2
Justia Law. Illinois Code 805 ILCS 180 Article 35 – Dissolution and Dissociation
3
Illinois General Assembly. Illinois Compiled Statutes 805 ILCS 180/50-10 – Fees
4
Illinois General Assembly. Illinois Compiled Statutes 805 ILCS 180/50-15 – Penalty
5
Illinois General Assembly. Illinois Compiled Statutes 805 ILCS 180/35-37
6
Internal Revenue Service. When to Get a New EIN
7
Illinois General Assembly. Illinois Compiled Statutes 805 ILCS 180/35-25