How to Reinstate a Delaware LLC
The short answer. If your Delaware LLC has been canceled, you restore it by filing a certificate of revival with the Delaware Division of Corporations. We have not confirmed whether Delaware sets a deadline for reinstatement, so do not assume there is time to wait; check with the Delaware Division of Corporations as soon as you can.
Delaware LLC Reinstatement at a Glance
| What Delaware calls the status | Canceled |
| What you file | Certificate of Revival |
| Filed with | Delaware Division of Corporations |
| How to file | Not confirmed |
| Reinstatement fee | $220 (see Cost) |
| Time limit to reinstate | Not confirmed |
| Tax clearance | Not confirmed |
| Retroactive | Yes |
Read from the government sources listed at the foot of this page, last checked September 29, 2026. See the sources.
Why Delaware Would Cancel an LLC
Delaware cancels an LLC's certificate of formation when its annual LLC tax goes unpaid for three years, or when its registered agent resigns (or is enjoined by the Court of Chancery) and the LLC does not appoint a new agent in time.
Cancellation for unpaid tax takes effect on the third anniversary of the due date of a tax still unpaid. Cancellation after an agent resigns follows if the LLC has not appointed a new agent within 30 days after the agent files its certificate of resignation.
How Long You Have to Reinstate
We have not confirmed whether Delaware sets a deadline for reinstatement, so do not assume there is time to wait; check with the Delaware Division of Corporations as soon as you can.
How to File
You file a certificate of revival with the Delaware Division of Corporations. Go to Delaware's filing page.
What It Costs
The reinstatement fee is $220. The $220 is the state filing fee plus a municipality fee; a certified copy is $50 more.
Before the certificate of revival can be filed, the LLC must pay the annual tax, with all penalties and interest, that was due when its certificate of formation was canceled.
We have not confirmed whether Delaware requires a tax clearance to reinstate; check with the Delaware Division of Corporations.
Registered Agent Options
If your LLC's registered agent has changed, resigned or lapsed, ask the filing office named above whether Delawarewants that updated as part of reinstatement. You do not have to buy a service for it: in most states the LLC's owner, or another individual who qualifies, may serve as its registered agent themselves, generally subject to that state's rules on keeping a street address in the state and being available there during normal business hours. A paid service is one option and not the only one. The Delaware registered agent requirements set out what Delaware itself asks.
Registered agent services for Delaware LLCs
Affiliate disclosure: Northwest Registered Agent, Bizee, ZenBusiness and LegalZoom pay us a commission if you sign up through our link, at no extra cost to you. We list only the registered agent services we have an affiliate relationship with, so this is not a survey of the whole market.
This list is not scored. The four are listed cheapest annual renewal first, and every claim below is about the services listed here rather than the whole market.
- Northwest Registered Agent$125/yr renewal
Best for: Privacy-focused owners and anyone who just needs an agent, not a formation bundle
- Bizee$149/yr renewal
Best for: A free first year on every plan, renewing at $149/yr, if you're comfortable with the BBB caveat
- ZenBusiness$199/yr renewal
Best for: First-time founders forming a new LLC who want phone, email and chat support
- LegalZoom$249/yr renewal
Best for: Complex structures that want attorney consultations, which come with LegalZoom's Pro and Premium formation plans rather than this renewal price
Note: Bizee holds a C rating from the BBB and is not accredited. BBB's profile carries a live alert describing a pattern of complaints about unexpected charges, difficulty canceling and filing delays, and Bizee has posted a response to it. We flag this so you can make an informed choice.
Annual renewal is each provider's own standard published rate. Check the current terms at each provider before you buy. The scored ranking, and the formula behind it, is in our full formation services review →
What Reinstatement Does
Under Delaware's law, a reinstated LLC continues as if it had never been canceled.
If another business has taken the LLC's name in the meantime, the LLC needs a name that is still available to reinstate.
More for Delaware LLCs
- Delaware LLC annual report, to keep the LLC in good standing once it is reinstated.
- Delaware annual report late fee, for what a late report costs before it comes to dissolution.
- Delaware certificate of good standing, to prove the LLC is active again.
- How to dissolve an LLC in Delaware, if you would rather close the LLC properly than reinstate it.
- Annual report deadline finder, to see when the next report is due.
Frequently Asked Questions
This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state's law and filing office say about bringing back an LLC the state has dissolved, with the sources this page cites. It cannot tell you where your own LLC stands: that turns on why and when it was dissolved, what it still owes, and whether anyone has since taken its name, and fees and deadlines change between our reviews. Confirm your LLC's status and the current requirements with the filing office or tax agency named on this page, and ask a lawyer about anything the LLC did while it was dissolved. In many states a missed deadline ends the right to reinstate, so do not wait.
Sources
Each entry below is a document recorded in our verified Delaware sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.
- delcode.delaware.gov/title6/c018/sc11/index.html6 Del. C. ch. 18, subchapter XI (18-1105, 18-1107, 18-1108, 18-1109)
- delcode.delaware.gov/title6/c018/sc01/index.html6 Del. C. ch. 18, subchapter I (18-104(d), (i))
- corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdfDelaware Division of Corporations Fee Schedule (Revised August 1, 2026)
- corpfiles.delaware.gov/LLC_Forms/Revival%20-%20LLC.pdfDelaware Division of Corporations, Certificate of Revival for Limited Liability Company (rev. 08/2023)
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Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.