How to Reinstate an LLC in Illinois: No Deadline, and No Name Held for You

Updated August 24, 2026. Quick answer: Illinois sets no deadline for reinstating an administratively dissolved LLC. The statute lets you apply “following the date of issuance of the notice of dissolution” and never closes the window. The bill is the $200 reinstatement fee plus $75 for every annual report you skipped, and once it is filed your company is treated as never having been dissolved at all, including a clause that protects you personally for debts the company ran up while it was dissolved. The catch is not the clock. It is that Illinois holds your name for nobody, so the longer you take, the more likely the name is gone.

There is no deadline, and that is unusual

Most states put a fence around reinstatement: two years in Ohio, five in Virginia, six in Arizona, three in Louisiana. Illinois does not. Read the opening of the reinstatement section and look for the cut-off that is not there:

“A limited liability company administratively dissolved under Section 35-25 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution upon: (1) The filing of an application for reinstatement.”

805 ILCS 180/35-40(a)(1)

“Following the date of issuance” is a starting point with no end. Article 35 was read in full for this page: the voluntary-dissolution grounds at 35-1, the administrative grounds at 35-25, the reinstatement section at 35-40, the dissociation sections at 35-45 through 35-55, and the two repealed sections at 35-60 and 35-65, and none of them puts a time limit on the application.

What got you here is almost always the first ground in the list:

“The Secretary of State may dissolve any limited liability company administratively if: (1) it has failed to file its annual report and pay its fee as required by this Act before the first day of the anniversary month or has failed to pay any fees, penalties, or charges required by this Act;”

805 ILCS 180/35-25(1)

What it costs: $200, plus every year you missed

Two separate numbers, both set by the same fee section of the Act rather than by the Secretary of State’s office. The reinstatement application is $200:

“Filing an application for reinstatement of a limited liability company or foreign limited liability company, $200.”

805 ILCS 180/50-10(12)

And each annual report you did not file is $75, “plus a penalty if delinquent” (805 ILCS 180/50-10(11), read this session). The statute does not let you pay only the reinstatement fee and start fresh:

“The payment to the Secretary of State by the limited liability company of all fees and penalties then due and theretofore becoming due.”

805 ILCS 180/35-40(a)(3)

So the arithmetic is the $200 application plus $75 for each missed year plus the delinquency penalties the Secretary of State assesses on those reports. A company three years behind is looking at $200 + $225 before any penalty is added.

That table is the statutory fees only. It deliberately excludes the delinquency penalty on each late report, because the Act sets that by formula rather than by a printed number, and this page does not guess at numbers.

The real deadline is your name, and nobody is holding it

Here is where the absence of a deadline turns into a trap. Louisiana holds a revoked company’s name for three years. Ohio holds a cancelled company’s name for one. Illinois holds it for no period at all: the Act simply asks, at the moment you finally apply, whether the name is still free:

“If the name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.”

805 ILCS 180/35-40(b)(2)

Read that as the only clock Illinois actually runs. There is no statutory reservation period, so an owner who reasons “there is no deadline, I will deal with it next year” is not risking the entity; the entity can always come back, but is risking the name on the door, the domain that matches it, and the signage. If somebody else registers a name that is not distinguishable from yours in the meantime, reinstating requires renaming.

Reinstatement erases the gap, and it protects you personally

Illinois relation-back is standard:

“Upon the filing of the application for reinstatement, the limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved;”

805 ILCS 180/35-40(d)

What is not standard is the subsection immediately after it, and it is the most reader-relevant sentence in the Illinois statute:

“Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of administrative dissolution by reason of the fact that the limited liability company was administratively dissolved at the time the debts or liabilities were incurred.”

805 ILCS 180/35-40(e)

Most people who find out their LLC was administratively dissolved find out after they have spent a year or two signing contracts, taking on a lease, or borrowing in the company’s name. The usual fear is that those obligations became personal. Subsection (e) says that, once you reinstate, the fact of the dissolution alone does not make them personal. Note the precise limit of that protection: it removes liability arising by reason of the dissolution. It is not a general shield against personal liability for anything else; a personal guarantee is still a personal guarantee.

What you actually file

• The application for reinstatement, filed with the Secretary of State; the Act requires filings under it to be delivered in duplicate (805 ILCS 180/5-45).
• Every annual report that came due while you were dissolved, at $75 each.
• All fees and penalties then due, plus the $200 application fee.
• A name change, if and only if the Secretary of State finds your name is no longer available at the moment you apply.

If your Illinois problem is that you want out rather than back in, that is the other direction entirely and it is covered on the Illinois dissolution page.

What this page does not do

• It does not name a form number. The Illinois Secretary of State’s own LLC pages timed out on every attempt this session and an archived copy returned 404, so the current form name and any filing instructions the office publishes were not read. The $200 and $75 figures do not depend on that page; both are read straight from the Act’s fee section.
• The arrears table excludes delinquency penalties, which 805 ILCS 180/50-10(11) provides for without printing a figure. Treat the table as a floor.
• It does not cover the other administrative-dissolution grounds in 805 ILCS 180/35-25 beyond the annual-report ground quoted above.
• It is not legal advice.

Related: what an Illinois LLC costs to keep, how to dissolve an Illinois LLC on purpose, and what happens when you stop filing annual reports. Other states in this series: Ohio, Michigan and Louisiana, which sets the deadline Illinois does not.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.