Reinstating a Dissolved Georgia LLC or Corporation: The 60-Day Rules, the $260 Fee and the 5-Year Window

If the Georgia Secretary of State dissolved your LLC or corporation administratively, you can generally reinstate it within 5 years of dissolution for about $260, plus any missed annual registrations. Reinstatement relates back to the date of dissolution, as if the dissolution had not occurred. You are filing paperwork to restore an existing entity, not forming a new one.

Many pages get the timeline wrong, so this guide starts there. It then walks through the reinstatement steps in order, explains what dissolved status allows in the meantime, and lists what to check once the entity is back in good standing. This is informational content, not legal or tax advice.

Dissolution is not instant

Administrative dissolution follows a set sequence. The Secretary of State may start the process only when one of two conditions exists: the annual registration is 60 days past due, or the entity has had no registered agent for 60 days. Under O.C.G.A. 14-11-603 for LLCs and O.C.G.A. 14-2-1420 to 14-2-1422 for corporations, the sequence runs like this:

1. One of the two conditions above is met.
2. The office mails a notice to the entity.
3. The entity has 60 more days to cure the problem.
4. If the problem is not cured, the Secretary of State dissolves the entity.

Corporations face one additional ground. The Department of Revenue may report that the corporation failed to file license or occupation tax returns for a year, which is a basis for dissolution under O.C.G.A. 14-2-1420(1).

Here is how the timing works in practice. Suppose an annual registration was due April 1 and nobody filed it. The 60-day mark falls on May 31. Even if the notice went out that same day, the 60-day cure period would not end until July 30. The entity has a real window to fix the problem, but that window closes, and a notice is the signal to act, not a letter to file away.

How to reinstate, step by step

Work through these steps in order. Do the first step before you file anything, because the cause determines what you have to pay.

1. Find the cause. Log in to the entity's record in eCorp at https://ecorp.sos.ga.gov/ and identify which annual registrations are missing and whether the registered agent is in place. The cause determines what you must fix before filing.
2. Appoint or restore a registered agent. Every Georgia entity must keep a registered agent at a registered office with a Georgia street address. A P.O. box or mail drop does not qualify. For an LLC, the agent must be an individual Georgia resident or a corporation authorized to do business in Georgia, and the registered office must be the agent's business office. An entity cannot serve as its own registered agent. Changing the agent costs $5 per entity (minimum $20) plus the $10 service charge.
3. File the application for reinstatement. The listed fee is $250 plus a $10 service charge, about $260 in total. Published figures vary slightly by filing method, so confirm the exact amount in eCorp before you pay.
4. Pay the missed annual registrations. Each annual registration costs $60 ($50 plus a $10 service charge), and a late filing carries a $25 penalty where it applies. Confirm which years are outstanding and the exact amounts with the Secretary of State at https://sos.ga.gov/corporations-division. Our annual registration guide covers the filing window and fee details, so they are not repeated here.

If the entity needs to move quickly, expedited review is available for the filing:

Expedited option	Turnaround	Fee
Two-day review	2 business days	$120
Same-day review	Same day if received by noon	$275
One-hour review	One hour on business days	$1,200

What dissolved status allows in the meantime

Dissolution does not erase every obligation or right at once. A dissolved LLC may still wind up its affairs, and its registered agent's authority continues (O.C.G.A. 14-11-603(b)(3)). That matters if you need to collect receivables, settle obligations or respond to a pending claim while the reinstatement is in process.

The name is also protected. The entity's name stays reserved to it for 5 years or until it is reinstated, so another business cannot take it during that period. You can check the name's status in the Secretary of State's business search at https://ecorp.sos.ga.gov/BusinessSearch.

Dissolved status is not a good time to take on new work quietly. Talk to an attorney before you sign contracts or accept payments in the entity's name.

The 5-year window

Reinstatement is available for 5 years after dissolution. After that, the entity cannot be reinstated and must be formed again. A new formation uses Articles of Organization for an LLC or Articles of Incorporation for a corporation, and the filing fee is $110 ($100 fee plus $10 service charge), whether you file online or on paper. The new name is subject to the normal availability rules rather than the old reservation, so search the Secretary of State records before you file.

If you need to hold a name while you prepare a new formation, a name reservation lasts 30 days and costs $35.

Reinstatement keeps the existing entity in place. A new formation starts a new one, and you would need to rebuild every bank account, registration and contract tied to the old name. That is why the 5-year deadline is the one to track most closely.

After reinstatement, check three things

Reinstatement restores the entity's status, but it does not automatically update the accounts that depend on it. Check these three areas.

1. The local occupation tax certificate. Georgia issues no general statewide business license. The local license is an occupation tax certificate, often called a business license, issued by the city, or by the county for unincorporated areas (O.C.G.A. Title 48, chapter 13). Each of Georgia's 159 counties and about 537 cities and towns sets its own formula, deadlines and prerequisites. A business inside city limits pays the city, not the county. Employers with more than 10 employees must file an E-Verify affidavit to get the certificate (O.C.G.A. 36-60-6). Confirm your current certificate with the issuing city or county.
2. The Department of Revenue accounts. Confirm the status of your sales tax, withholding and, for a corporation, net worth tax accounts through the Department of Revenue at https://dor.georgia.gov/ or in the Georgia Tax Center at https://gtc.dor.ga.gov/. Corporations, and LLCs taxed as corporations, owe a net worth tax of $0 to $5,000 by net worth. Georgia levies no franchise tax on a typical single-member or partnership LLC.
3. Contracts, leases, loans and bank accounts. Review any agreement or account that was in place during the dissolution. Check whether a vendor, landlord or lender treated the entity as inactive, and whether any notice provision or cure deadline applies. Ask your bank whether it needs updated formation or reinstatement documents.

When to bring in a professional

A single missed annual registration is usually a paperwork fix. A dissolution tied to unpaid taxes, a registered agent gap that lasted a long time, pending litigation or a multi-year filing gap is more complicated. In those cases, talk to a Georgia business attorney, and a CPA if tax accounts are involved, before you file. The sequence of steps can affect what the entity owes and what it is allowed to do.

The Georgia Small Business Development Center at the University of Georgia (https://www.georgiasbdc.org/) can also point you toward local resources.

Disclaimer: This guide is informational content about Georgia business formation and is not legal or tax advice. Fees, deadlines and statutes can change. Confirm current figures with the Georgia Secretary of State Corporations Division at https://sos.ga.gov/corporations-division and the Georgia Department of Revenue before you act, and consult a qualified attorney or CPA about your situation.