Should I Reinstate My LLC or Start a New One?

Florida publishes both numbers on the same page, which makes the comparison unusually easy and unusually misleading. Forming a new Florida LLC requires a $100 filing fee and a $25 registered agent fee. To reinstate a dissolved one costs $100 plus each year's annual report fee, and that report fee is $138.75 (Florida Division of Corporations, Fees, read 20 September 2026). Those three figures are the first thing on this page that will go stale, so price your own decision from the schedule itself rather than from them. One missed year and the dead company is already the more expensive filing. Two, and it is not close.

So the arithmetic says start over. The arithmetic is answering a question nobody asked.

What you are actually choosing between is a company that has existed continuously since the day you formed it and a company that was born this week. The fee table has no column for that. Below is what the difference is made of, and how to find your own state's version of each number instead of trusting anybody's summary, including this one.

The fee schedule answers the cheapest question you have

Two line items, both on the same page in most states. One is the fee for a certificate of formation or articles of organization. The other is the reinstatement fee, and it is the one with a footnote.

The footnote is the whole game. Florida's reinstatement line reads $100.00 with + each year annual report fee next to it. That phrasing — the fee plus the back years — is common, and the states differ sharply in how they compute the back years.

Virginia bills them forward to the day you fix it. Its statute requires all annual registration fees and penalties "that were due before the limited liability company ceased to exist and that would have been assessed or imposed to the date of reinstatement if the limited liability company's existence had not been canceled" (Va. Code § 13.1-1050.4(B)(3), read 20 September 2026). A company cancelled in Virginia four years ago is paying for four years of a company that was not trading.

Delaware stops the meter at cancellation instead. Its cancellation is itself the three-year mark: a certificate of formation is cancelled when the annual tax goes unpaid "for a period of 3 years from the date it is due" (§ 18-1108(a)). Revival then costs the fee, the annual tax, "and all penalties and interest thereon due at the time of the cancellation of its certificate of formation" (6 Del. C. § 18-1109(a), read 20 September 2026). Years four and five of being dead are free.

Florida takes a third position: all fees and penalties owed "at the rates provided by law at the time the company applies for reinstatement" (Fla. Stat. § 605.0715(1), read 20 September 2026). Not the rates in force when you missed the report. Today's.

Three structures, three very different bills from the same set of facts. The place to find which one you are in is not a comparison article — it is your state's reinstatement form, where the checklist is printed, and the fee schedule page it links to. If you have not yet pulled your record and written down the exact status wording the state used, that step comes first and it takes about five minutes.

Sometimes the window has already decided for you

A reinstatement deadline turns this from a decision into a lookup, and states set it anywhere from generous to nonexistent.

Florida has no outer limit. An administratively dissolved LLC "may apply to the department for reinstatement at any time after the effective date of dissolution." Virginia gives five years from the date the company ceased to exist, and after that the door is shut. Texas will reinstate an involuntarily terminated entity without naming a deadline, but attaches the consequence to a clock: an entity reinstated before the third anniversary of its involuntary termination "is considered to have continued in existence without interruption from the date of termination" (Tex. Bus. Orgs. Code § 11.253(d), read 20 September 2026). File in year four and you can still be reinstated; the unbroken existence is what you lose.

Texas also blocks one route entirely. Section 11.201(b)(3) says a terminated entity may not be reinstated under that section if the termination resulted from forfeiture under the Tax Code — that path runs through the Comptroller instead, which is one of the reasons the reinstatement procedure itself has three different forms rather than one.

To find yours: search your state's LLC act for the word reinstatement. In a state that has adopted a version of the Revised Uniform Limited Liability Company Act, it will sit two or three sections after administrative dissolution, and the first subsection is where any time limit lives. If the statute names no limit, age alone is not what closes the door, however old the delinquency feels — but read the reinstatement form as well, since that is where an agency states any cutoff of its own.

Whether the name is still yours decides more than people expect

Most owners treat the name as sentimental. On this decision it is structural, because it constrains both routes at once.

Start with the reinstatement side. Florida will not accept a reinstatement application if another business has lawfully taken the name in the meantime; the dissolved company has to amend its articles to change its name first (§ 605.0715(6)). Texas builds the same requirement into the statute rather than the procedure: a certificate of reinstatement must be accompanied by "each amendment to the entity's certificate of formation that is required by intervening events," name changes included (§ 11.253(c)(1)). Delaware handles it inside the revival certificate itself, which must set out the name at cancellation "and, if such name is not available at the time of revival, the name under which the limited liability company is to be revived" (§ 18-1109(a)(1)).

Now the new-company side, which is where people are surprised. Your dissolved LLC is usually still sitting on the state's index. A brand-new entity's name has to be distinguishable from everything on that index — including your own dead company. Florida is explicit about the protection: the dissolved LLC's name is not available for assumption or use by another business entity until one year after the effective date of dissolution, unless the dissolved company delivers a signed record permitting the immediate use (§ 605.0715(5)).

Read that twice, because it cuts both ways. The party who can release the name is you. But it is a filing, made by a company that is administratively dissolved, and in some states that company cannot file anything until it deals with why it was dissolved. The loop closes on itself.

The practical consequence is that "start over" frequently means "rebrand," and a rebrand is not a $125 event. It is a domain, a logo, signage, every invoice template, every marketplace listing, every client who has your old name in their vendor master file and will pay the old entity out of habit for the next eighteen months.

What reinstatement carries that a new company cannot

This is the column the fee table is missing, and most of it comes down to one legal idea: relation back.

Florida says reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution," and the company may resume its activities and affairs "as if the administrative dissolution had not occurred" (§ 605.0715(4)). Delaware goes further and says what that covers: revival validates "all contracts, acts, matters and things made, done and performed by the limited liability company … or by the members, managers, employees and agents" during the cancelled period, with the same force as if the certificate of formation had remained in effect, and property acquired during the gap belongs to the revived company (6 Del. C. § 18-1109(c)).

Read as a list of things you would otherwise have to rebuild by hand, that is:

• The formation date. It is printed on the certificate of status a bank, landlord or prime contractor asks for. A company formed in 2018 and reinstated in 2026 shows 2018. A replacement LLC shows 2026, on every document, forever.
• Contracts signed during the gap. A lease renewed, a work order accepted, a loan drawn while the company was dissolved. Relation back is the mechanism that keeps those in the same entity's name. Move to a new LLC and each one is a party substitution, which usually needs the counterparty's written consent.
• The EIN and everything keyed to it. Payroll accounts, state withholding registrations, the bank account, the merchant account, W-9s already in circulation. Reinstatement touches none of them; a new entity restarts all of them, and the IRS rules on when a new number is required are organized around tax classification rather than around this choice.
• Licenses, permits, and sales tax accounts. These are issued to an entity number. A new entity reapplies, and some of those applications carry inspections, bonds, or waiting periods that no amount of money shortens.
• Registrations in other states. Every foreign qualification you hold names the domestic entity. A replacement company registers again in each state, and the old registrations still have to be withdrawn.

Relation back has limits, and two states write them out. Florida preserves "the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement" (§ 605.0715(4)(c)). Texas is blunter: reinstatement "shall have no effect on any issue of personal liability of the governing persons, officers, or agents of the filing entity during the period between termination and reinstatement" (§ 11.253(d)). So reinstatement repairs the entity's standing. It does not retroactively decide who was personally on the hook for what was signed while the company was dissolved, and if that is your real question, it is a question for an attorney in your state rather than for a filing.

Starting over does not switch the old company off

Here is where the cheaper option stops being cheaper, and it is the single most common miscalculation in this decision. Forming a new LLC does nothing to the old one. It does not dissolve it, does not close its tax accounts, and in several states does not stop it from accruing.

California states the mechanism plainly: every LLC doing business or organized in California must pay the $800 annual tax, and "this yearly tax will be due, even if you are not conducting business, until you cancel your LLC" (Franchise Tax Board, Limited liability company, last updated 5 March 2026). Not until it is suspended. Until it is cancelled, which is a filing somebody has to make.

So the honest price of the new-entity route is three things stacked: the new formation, the cost of properly winding up and dissolving the old company, and whatever the old company owes on the way out — which in tax-clearance states has to be settled before the dissolution will even be accepted. In other words, you often end up paying most of the reinstatement bill anyway, and then paying to form a company with a 2026 birthday.

There is a narrow case where walking away genuinely is the answer: a company with no assets, no contracts, no employees, no registrations elsewhere, no debts, and a state that eventually terminates dormant entities without billing forward. That company is rare, and the way to find out whether yours is it is to check the two things people skip — whether the state keeps assessing after dissolution, and whether any other state still has you on its rolls.

The clean-slate assumptions that are not true

Three beliefs do a lot of damage here, and all three are checkable.

A new LLC does not shed the old one's debts. Creditors of the dissolved company remain creditors of the dissolved company. Nothing about forming a second entity moves or extinguishes them, and moving assets out of an indebted company into a new one owned by the same person is a specific thing with a specific name in creditor law. If there are unpaid debts in the picture, this stops being a filing decision.

A new employer account does not reset your unemployment rate. Federal law requires every state's unemployment compensation law to provide that if an employer transfers its business to another employer and both are, at the time of transfer, "under substantially common ownership, management, or control," the unemployment experience goes with it (42 U.S.C. § 503(k)(1)(A), read 20 September 2026). The same subsection requires meaningful civil and criminal penalties for people who knowingly violate the state law implementing that rule — and for people who knowingly advise someone else to (§ 503(k)(1)(D)). If a filing service tells you the new entity gets a fresh new-employer rate, that is the provision they have not read.

Reinstatement is not a fresh start either. It restores the entity, back reports included, and it restores the obligations that come with the entity. What it does not do is erase anything that happened. Both routes end with the same paperwork getting filed; the choice is only about which company ends up holding it.

A decision table you can fill in from six lookups

Thirty minutes of looking, and most of it on two pages: your Secretary of State's fee schedule, and the statute section the reinstatement form cites.

Where neither answer is one to work out alone

Some facts take this out of the filing-decision category entirely, and they are worth naming because they tend to arrive at exactly this moment. A lawsuit already served on the company. A tax lien or a collection notice with a response deadline on it. A member who has left badly and whose signature the reinstatement needs. Assets of any real value sitting in the dissolved entity, which cannot simply be moved to a new one without someone thinking about the tax and creditor consequences.

In each of those, the reinstate-or-refile question is downstream of something with a running clock, and the right move is a call to a business attorney or a CPA in your state today rather than a form filed this afternoon. That is not a hedge. It is the same reasoning as the rest of this page: filings are cheap to get right and expensive to get right twice.