Your US LLC Was Dissolved, Revoked or Forfeited: What It Means, What It Puts at Risk, and How Reinstatement Works for Owners Abroad

It usually starts with something small. A payout from Stripe is held. A bank sends a message asking for a "current certificate of good standing". A client's finance team says your company "does not show as active". You search the state register and find a word you did not expect next to your company's name: dissolved, revoked, forfeited, void or suspended.

For an owner living in India, Pakistan, Nigeria, the UAE or the UK, this is unsettling, because nothing arrived to warn you. In most cases something did arrive, but it went to a registered agent whose service had lapsed, or to an email address nobody checks any more. The state did exactly what its law says it will do when a yearly report, tax or fee goes unpaid, or when a company has no registered agent.

The good news is that in most states, and in most situations, a company that has lost its status can be brought back. This guide explains what each status means, what it puts at risk, how reinstatement works in the most popular states, when it is better to close the old company and start again, and why the federal side often matters more than the state side.

Short answer: an administratively dissolved, revoked, forfeited or suspended company has lost its standing with the state because a report, fee or tax was missed or its registered agent lapsed. It can usually be reinstated by filing what was missed, paying the back fees, penalties and a reinstatement fee, and appointing a registered agent. In many states reinstatement is retroactive, as if the lapse never happened, but some states set time limits: two years in Wyoming and New Mexico, five years in Nevada. A company that missed its state filings has often missed its federal Form 5472 too, and that penalty starts at $25,000. Check both before deciding whether to reinstate or close.

Why companies owned from abroad lose their status

States do not dissolve companies because their owners live abroad. They dissolve or revoke them for a short list of reasons, and the same ones come up again and again:

• A missed annual report or annual tax. Wyoming's annual report, Florida's May 1 report, Delaware's June 1 LLC tax, Texas's May 15 franchise tax report, Nevada's annual list and business licence, California's $800 annual tax. Each is described in our state guides.
• A lapsed registered agent. Every company must keep a registered agent with a street address in its state. If the agent resigns because its fee was not paid, the company soon has no agent, and that is a ground for dissolution or revocation on its own, even in New Mexico, which has no annual report.
• Unpaid state taxes. Texas and California act through their tax authorities as well as the Secretary of State.

Owners abroad are more exposed for practical reasons. The state's reminders go to the registered agent, and if that agent was never renewed, nobody forwards anything. Some owners believed the formation price covered every future year; others paused the company and assumed it would wait. It does not.

What each status actually means

Different states use different words, and the differences matter.

All of these are involuntary, unlike a company its owners closed on purpose, and a company that lost its status by default can usually be brought back.

What a lapsed status puts at risk

Bank accounts and payment platforms

This is where most owners first notice. Banks, fintechs, Stripe, PayPal, Amazon and other platforms check the state record when they review an account, and some check it regularly. A company that no longer shows as active can trigger a review, a request for a good standing certificate, a hold on payouts, or a closure. A company that is reinstated before the review starts is in a far better position than one trying to explain a dissolved status in the middle of it. See Stripe for non-residents and US business bank accounts for non-residents.

Contracts, invoices and lawsuits

A dissolved or revoked company is generally limited to winding up its affairs. Signing new contracts and carrying on business as normal is outside that. The details depend on the state:

• In Texas, a company whose right to transact business has been forfeited cannot sue or defend itself in Texas courts until it is reinstated, and the state's tax law can make the company's managers personally liable for certain debts the company incurs while it is forfeited.
• In California, contracts a suspended company makes can be voidable at the option of the other party, and relief from that is a separate application to the Franchise Tax Board. A suspended company also cannot bring a lawsuit while suspended.
• In most states, a company that is not in good standing cannot get the certificate that clients, marketplaces and banks increasingly ask for.

Your company name

When a company is dissolved, its name may become available to others. Florida protects the name of an administratively dissolved LLC for one year; after that, another business can take it, and Florida will then require the dissolved LLC to change its name as a condition of reinstatement. Texas likewise will not reinstate a company under a name that is no longer distinguishable from others on its register. For a business built around its name, a long delay can cost the name itself.

Personal liability

The main reason to form an LLC or corporation is that its debts are its own. Carrying on business in the name of a company that has been dissolved or revoked weakens that protection. How far depends on the state and on the facts, and Texas is explicit about manager liability for some debts during forfeiture. We do not give legal advice on liability in a specific case; if a claim has been made against you, speak to a US lawyer. The practical lesson is simpler: do not keep trading through a company you know has lost its status.

How reinstatement works, state by state

The principle is the same everywhere: file what was missed, pay what is owed, appoint a registered agent, and ask the state to restore the company. The details, and the time limits, differ.

Wyoming

A Wyoming company that does not pay its annual license tax, or that has no registered agent, is first marked as delinquent and then administratively dissolved if it does not comply within about 60 days of the state's notice. It can be reinstated within two years of dissolution by paying the missed license taxes and the reinstatement fee (plus a penalty if the cause was a missing registered agent) and filing the missing reports. Where the dissolution was for unpaid fees, reinstatement relates back to the date of dissolution, so the company carries on as if it had never been dissolved. After two years, Wyoming does not reinstate, at any price. See Wyoming LLC for non-residents.

Delaware

A Delaware LLC that misses its June 1 annual tax becomes not in good standing and starts accruing a $200 penalty and 1.5% monthly interest. Paying the tax, penalty and interest restores good standing. If the tax goes unpaid for three years, the LLC's certificate of formation is cancelled. A cancelled LLC can be revived by filing a certificate of revival and paying all the back tax, penalties and interest; revival validates what the company did in the meantime.

A Delaware corporation that does not pay its franchise tax or file its annual report is warned, and if it still has not complied by the following March 1, its charter becomes void. It can be revived by filing a certificate of revival authorised by its board and paying the outstanding taxes, and the revival is retroactive. Because Delaware's LLC tax is now $400 a year from the 2026 tax year, a few missed years add up quickly. See Delaware LLC for non-residents.

New Mexico

New Mexico LLCs have no annual report, so they are never dissolved for a missed report. They can still be revoked, most often for having no registered agent for 30 days. A revoked New Mexico LLC can apply for reinstatement within two years; once reinstated, the reinstatement relates back to the revocation. After two years, the revocation becomes final and the company cannot be reinstated. This is why the registered agent renewal is the one yearly payment a New Mexico owner must never skip. See New Mexico LLC for non-residents.

Florida

A Florida LLC that misses its May 1 annual report pays a $400 late fee, and if the report is still not filed by the third Friday of September, the company is administratively dissolved. Florida allows reinstatement at any time after dissolution, for a $100 reinstatement fee plus the annual report fee for each year missed. Reinstatement relates back to the date of dissolution. The name, however, is protected for only one year: after that, if another business has taken it, the company must change its name to be reinstated. See Florida LLC for non-residents.

Texas

Texas works in two stages. First, the Comptroller forfeits the company's right to transact business for unfiled franchise tax reports or unpaid tax. Later, the Secretary of State can forfeit the company's existence. To reinstate, every missing report must be filed and all tax, penalties and interest paid; the Comptroller then issues a tax clearance letter, and the company files its reinstatement with the Secretary of State with a $75 state fee. There is no fixed deadline, but the name must still be available. Reinstatement generally restores the company's rights back to the date of forfeiture. See Texas LLC for non-residents.

Nevada

A Nevada company that misses its annual list and business licence goes into default, and about a year later its charter is revoked. It can be reinstated by paying every missed list fee, licence fee and penalty plus a $300 reinstatement fee, and reinstatement relates back to the date the company lost its right to do business. If the charter has stayed revoked for five consecutive years, reinstatement is no longer available and only Nevada's separate, more demanding revival procedure remains. See Nevada LLC for non-residents.

California

California companies are usually suspended by the Franchise Tax Board for unpaid $800 annual tax or missing returns. To be revived, the company must file every missing return, pay all tax, penalties and interest, and apply for revivor. Revivor restores the company's powers going forward, but contracts made while suspended stay voidable unless the company separately applies for, and is granted, relief. California is also the state where a forgotten company is most expensive, because the $800 tax keeps accruing every year until the company is properly cancelled. See California LLC for non-residents.

Most other states follow the same pattern, sometimes with a time limit; your state page shows each state's yearly filing.

Reinstate, or close and start again?

Reinstatement is not always the right answer. The choice depends on what the old company still has, and what it owes.

Reinstate when:

• the company has a bank account, Stripe or PayPal account, marketplace account or app store account you want to keep,
• clients, contracts, licences or a trading history are attached to it,
• someone owes it money, or it may need to sue or defend itself,
• its name matters to your business, or
• you are within the state's time limit and the total cost is reasonable.

Close it properly, and form fresh if needed, when:

• the company has no accounts, assets or contracts worth keeping,
• back taxes and penalties exceed the value of keeping it (common with years of unpaid California tax or Delaware tax),
• the state's time limit has passed, or
• you are moving the business to a different, cheaper state anyway.

"Closing" does not mean "abandoning": a lapsed company still has federal filings for the years it existed, California and Texas will not accept a clean termination until state tax is settled, and a new company does not erase the old one's missed Form 5472s. Our company closure service costs $249 and handles the state and final federal steps; a new Wyoming LLC with EIN is $249 all-in. Our state selector and cost calculator help with the "start again" side.

The federal side: often the bigger problem

The state record is what banks see. The federal record is where the real money is.

A foreign-owned single-member LLC must file Form 5472 with a pro forma Form 1120 every year, even with no income. A multi-member LLC files a partnership return, and a corporation files Form 1120. These obligations depend on the company's existence and activity, not on its state status. A company that was dissolved in 2024 but still had a bank account, received money or paid expenses in 2025 has a 2025 federal return to file.

The penalty for a missing or incomplete Form 5472 is $25,000 per form, per year, with further penalties if the failure continues after an IRS notice. Owners who missed their state filings have very often missed their federal filings too, for exactly the same reason: nobody reminded them.

The approach that works is the same one we describe in missed US tax filings: what to do:

• Work out exactly which years are missing, at both the state and federal level, before paying anything.
• Prepare complete, accurate late returns, with the records you have.
• Explain the reasons where appropriate. Penalty relief for reasonable cause is available where the failure was not due to wilful neglect, for example genuine reliance on incorrect professional advice. It is never automatic; the IRS considers your facts.
• Respond to any IRS notice on time. A penalty letter has a response deadline, and missing it makes everything harder.

Paying a state reinstatement fee to get a bank account working again, while ignoring three missing Form 5472s, solves the visible problem and leaves the expensive one. We look at both together, and update the IRS address and responsible party if they have changed, so letters reach you. See Form 5472 explained and EIN for non-residents.

What reinstatement involves with us

We do not ask you to fill in state forms. The work we do on a reinstatement looks like this:

1. We check the record. We pull the company's state status, what was missed and since when, and whether the time limit, if any, has passed. We also check whether the name is still available.
2. We check the federal position. We ask which federal returns were filed and review any IRS letters, so you see the whole picture before you spend money.
3. We quote the exact cost. State reinstatement costs are made up of back fees, penalties, interest and a reinstatement fee, and they depend on the state and the number of years missed. We quote the exact cost after checking the record. State charges are passed on at cost; when we pay state fees or taxes on your behalf, we add 10% processing.
4. We appoint a registered agent and file. We take over as registered agent if the old one has resigned, file the missing reports and the reinstatement, and confirm the restored status.
5. We bring the federal filings up to date, with reasonable-cause statements where they are justified, through our US tax filing service ($300 a year for the yearly return).
6. We help you talk to the bank or platform, with an up-to-date certificate of good standing once the state issues one.

If the honest answer is that the company is not worth reinstating, we will say so and explain the closure route instead.

How to stop it happening again

• Keep the registered agent paid. In every state, this is the one thing that must not lapse, and in New Mexico it is the only state requirement.
• Know your state's yearly deadline. Wyoming's anniversary month, Florida's May 1, Delaware's June 1, Texas's May 15, Nevada's anniversary month, California's April 15.
• Make sure reminders reach you. Keep your email and WhatsApp number current with your registered agent and your filing service.
• Treat the federal return as yearly, not optional. Form 5472 is due every year, whatever the state, even with zero income.
• Close companies you no longer use, properly, instead of letting them lapse.

When you keep your company active with us, we renew the registered agent and file the state report before the deadline, for example $121 a year in Wyoming, or $421 a year including the federal return. See what a US LLC costs every year.

Worked examples

These are illustrative examples, not client cases.

Example 1: the frozen Stripe payouts. A designer in Karachi formed a Wyoming LLC in 2023, did not renew the registered agent and missed the 2025 annual report. The company was dissolved in the summer of 2025. In 2026, Stripe asks for proof of good standing and holds payouts. Because the dissolution is within two years and was caused by unpaid fees, the company can be reinstated retroactively. The federal check shows the 2024 and 2025 Form 5472s were never filed. Recommendation: reinstate immediately, file the late federal returns with a reasonable-cause statement where the facts support one, then send Stripe the new good standing certificate.

Example 2: the old Delaware corporation. Two founders in Bangalore formed a Delaware corporation in 2020 for a startup that never launched. Franchise tax went unpaid and the charter became void. The company has no bank account and no contracts. Recommendation: no reason to revive. Confirm the federal returns for the years it existed, settle what is needed and leave it closed; form a new company when there is a business to run.

Example 3: the Florida rental LLC. A UAE resident's Florida LLC owns a rental flat and was dissolved in September 2024. Another business has since registered the same name. The LLC owns property and has a mortgage, so it must be kept. Recommendation: reinstate with a name change, file the missing annual reports, and check the federal returns for the rent. See US real estate through an LLC.

Common mistakes

1. Assuming the formation fee covered every future year. It never does: the agent and the state fee renew every year.
2. Reinstating the state record and ignoring the federal returns, which carry the larger penalties.
3. Carrying on business through a dissolved company while "meaning to fix it".
4. Waiting past a deadline: two years in Wyoming and New Mexico, five in Nevada.
5. Letting a California company lapse, where the $800 annual tax keeps growing until it is properly cancelled.

How UCB helps

We reinstate dissolved, revoked, forfeited and suspended companies for owners abroad, in every state. We check the state and federal record first, tell you whether reinstating or closing makes more sense, and quote the exact cost after checking the record, with state charges passed on and 10% processing when we pay state fees for you. We take over as registered agent, file the missing reports and the reinstatement, and bring the federal returns up to date through our US tax filing service. If closing is the better choice, our company closure service handles it. If a dispute or a liability claim is involved, we will tell you when you need a US lawyer.

Has your US company been dissolved, revoked, forfeited or suspended? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com with the company name and state, and we will check the record and tell you exactly what it takes to bring it back, or whether you should close it instead.