State guides/New York/reinstate
How to reinstate a dissolved LLC or corporation in New York
What happened
New York works differently: LLCs that miss the $9 Biennial Statement are marked "past due" — not dissolved — while corporations that ignore state taxes can be "dissolved by proclamation." Past-due status surfaces on good-standing certificates and stalls financings.
How to fix it, step by step
- 1LLCs: simply file the overdue Biennial Statement online ($9) — status clears almost immediately.
- 2Corporations dissolved by proclamation: file all outstanding franchise tax returns and pay what's owed to the Tax Department.
- 3Request the Tax Department's written consent to reinstatement, then file it with the Department of State with the reinstatement fee.
- 4Confirm status, and calendar the anniversary-month filings going forward.
What it costs
For LLCs: literally $9. For corporations by proclamation: back taxes, penalties, interest, plus a reinstatement filing fee — total depends on the tax history.
How long you have
LLCs can cure past-due status anytime. Corporations should act before the accumulated tax liability grows — there's no bright-line cutoff, but interest never sleeps.
Worth knowing
If your NY LLC is 'past due,' don't buy a reinstatement service — it's a $9 form. Save the professional help for proclamation dissolutions.
A compliance filing service can run the whole reinstatement — the back filings, the fees, the state paperwork — so you can get back to the actual business.
File directly with the state: dos.ny.gov · Related: New York filing requirements
General information from public sources, not legal advice. Fees and procedures change and depend on your entity's history — confirm with the state before relying on them. Some links above are referral links that support this free tool.