Updated September 4, 2026. Quick answer: a dissolved Delaware corporation reinstates by filing Certificate for Revival of Charter (a.k.a. Certificate of Revival of Charter), filed with the Delaware Division of Corporations / Secretary of State (Department of State) under 8 Del. C. § 312 (Revival of certificate of incorporation); trigger governed by 8 Del. C. §§ 502 and 510 (annual franchise tax report / charter void for nonpayment); execution governed by 8 Del. C. § 103 for $189, with no statutory deadline to do it.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the Delaware reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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The filing, and what Delaware calls it
Delaware calls this process ‘revival,’ not reinstatement. A corporation’s charter becomes void when it neglects for one year to pay its franchise tax or to file a complete Annual Franchise Tax Report; the Secretary of State must first notify the corporation by November 30 that its charter will become void unless taxes are paid and the report filed by the following March 1. To revive, an authorized officer files a Certificate for Revival of Charter under § 312 with the Division of Corporations, after paying all delinquent franchise taxes, penalties, and interest and filing all missed Annual Franchise Tax Reports; the revival then validates the corporation’s acts during the void period retroactively.
How long you have to reinstate
Delaware sets no deadline for reinstating a dissolved corporation. 8 Del. C. § 312 imposes no explicit time limit on when a voided corporation may file a certificate of revival – it can be done at any time. This is a deliberate contrast within the same subchapter: § 311 (revocation of a voluntary dissolution) does carry a hard 3-year limit, but § 312 (revival after void/forfeiture for tax delinquency) does not. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (8 Del. C. § 312; cf. 8 Del. C. § 311 (a different, 3-year-limited provision))
What you must pay before it goes through
Delaware will not reinstate the corporation until every year it sat delinquent is paid for. Before the Certificate for Revival can be filed, the corporation must pay the State a sum equal to all franchise taxes, penalties, and interest that were due at the time the charter became void, and must file all Annual Franchise Tax Reports that were missed. If the charter has been void for more than 5 years, the corporation instead pays a sum equal to 3 times the annual franchise tax rate in lieu of the standard back-tax/penalty calculation. (8 Del. C. § 312(g); Division of Corporations’ own ‘Certificate of Revival of Charter for a Voided Corporation’ instructions)
Whether your name is still yours
Your original name is not guaranteed to still be yours. Yes – if another corporation adopts the same name while the original corporation’s charter is void, the original corporation cannot revive under its original name and must adopt a different name in the certificate of revival. The Division’s own form instructions direct filers to check name availability on the Division’s website before submitting. Check Delaware’s business-name database before assuming the reinstatement filing will go through under the old name. (8 Del. C. § 312(f))
What the filing costs
Delaware’s Certificate for Revival of Charter (a.k.a. Certificate of Revival of Charter), filed with the Delaware Division of Corporations / Secretary of State (Department of State) carries a $189 filing fee. $189 is the Division of Corporations’ state filing fee for a domestic (non-exempt) Certificate of Revival, confirmed on both the official instructions letter and the Division’s fee schedule (‘Revival (plus taxes to renew) – $189.00’). Add $9 per additional page over 1 page, $50 for a certified copy, and optional expedited service. Exempt corporations pay a reduced $5 revival fee. Separate from all delinquent franchise taxes/penalties/interest owed under § 312(g).
What this page does not answer
Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by Delaware’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.
This page covers a for-profit business corporation. If you are reinstating an LLC in Delaware instead, the filing, fee and statute are different: see reinstating an LLC in Delaware.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster as a source of law; those are the only publishers of the competing versions.
- Delaware Code, Title 8 Ch. 1, Subchapter XII § 312 – Revival of certificate of incorporation: https://delcode.delaware.gov/title8/c001/sc12/index.html
- Delaware Code, Title 8 Ch. 5 – Corporation Franchise Tax (§§ 502, 510): https://delcode.delaware.gov/title8/c005/index.html
- Delaware Division of Corporations – Renewal For All Entities (overview page): https://corp.delaware.gov/renew09/
- Delaware Division of Corporations – official Certificate of Revival of Charter for a Voided Corporation (instructions, fee, and form): https://corpfiles.delaware.gov/Corp_Forms/Revival%20void.pdf
- Delaware Division of Corporations – official Fee Schedule confirming $189 Revival fee: https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf