How to Reinstate an LLC in Delaware: “Void” Isn’t the Statute’s Word, and It Isn’t Immediate

Updated August 24, 2026. Quick answer: Delaware LLC owners often say their company went “void” the moment franchise tax went unpaid. The statute never uses that word for an LLC. Missing the $400 annual tax due June 1 immediately costs the company its “good standing,” but that alone is fixed just by paying the back tax, a $200 penalty, and 1.5% monthly interest; no formal filing required. The certificate of formation itself is not canceled until the tax has gone unpaid for a full three years under 6 Del. C. § 18-1108(a). Only after that does reviving the company require a $180 certificate of revival under § 18-1109, on top of every year of back tax, penalties, and accrued interest.

Two different clocks, not one

Delaware runs two separate timelines off the same missed payment, and conflating them is the single most common mistake in how people describe their own Delaware LLC’s status. Neither timeline resembles the deadline-driven administrative dissolution that most other states run: there is no notice-and-cure period of the kind Connecticut or Maine use, and no discretionary act by the Secretary of State’s office that starts the clock. Both stages here are automatic and tied directly to the tax due date.

The first timeline starts the day the tax is late:

“A domestic limited liability company that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a domestic limited liability company and all registered series thereof shall also cease to be in good standing.”

6 Del. C. § 18-1107(h)

That happens the day after the deadline. It is not cancellation, and it does not require any certificate to reverse.

The second timeline is the one that actually removes the entity from existence, and it runs for three full years:

“The certificate of formation of a domestic limited liability company shall be canceled if the annual tax due under § 18-1107 of this title for the domestic limited liability company is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.”

6 Del. C. § 18-1108(a)

Only once that third anniversary passes does the company need a formal certificate of revival to come back at all. Three years is measured from the original due date of the first unpaid tax, not from whenever the owner happens to notice the problem, so a company that has been ignoring its Delaware obligations since well before it was aware of them does not get extra runway; the clock was already running.

What it costs, at each stage

The base annual tax is fixed, and it does not stop accruing just because the company is out of good standing:

“Every domestic limited liability company and every foreign limited liability company registered to do business in the State of Delaware shall pay an annual tax, for the use of the State of Delaware, in the amount of $400.”

6 Del. C. § 18-1107(b)

Miss the June 1 deadline and a flat $200 penalty attaches on top of the tax itself under § 18-1107(e), added to the tax and collected in the same manner. The cost that keeps growing the longer the default runs, though, is interest, not the flat penalty:

“If the annual tax remains unpaid after the due date, the tax shall bear interest at the rate of 1½% for each month or portion thereof until fully paid.”

6 Del. C. § 18-1107(c)

The trap: “void” is not the statute’s word, and it is not fast

Search engines, formation services, and owners themselves routinely describe a delinquent Delaware LLC as having gone “void.” That term does not appear anywhere in the annual-tax, cancellation, or revival sections read for this page. The statute’s own vocabulary is narrower and staged: an LLC that misses a payment “ceases to be in good standing,” full stop, and stays a validly formed Delaware LLC the entire time it is in that state, able to fix itself with a payment and no filing at all:

“A domestic limited liability company that has ceased to be in good standing by reason of the domestic limited liability company’s neglect, refusal or failure to pay an annual tax shall remain a domestic limited liability company formed under this chapter, and each registered series thereof shall remain a registered series formed under this chapter, and each protected series thereof shall remain a protected series established under this chapter.”

6 Del. C. § 18-1107(k)

The consequence people are actually picturing when they say “void”, the company legally ceasing to exist and needing a formal revival filing, does not arrive until three full years of nonpayment have passed. Getting this wrong runs in both directions: an owner who assumes one missed year is fatal may pay for an unnecessary revival filing when a simple back-tax payment would have worked, and an owner who assumes they have three clean years to ignore it is letting 1.5% monthly interest compound the entire time, with no cap on how large that number gets before revival.

The same subsection also blocks the company from doing much of anything administratively while it is not in good standing, short of actually dissolving. The Secretary of State will not accept most other filings from a company that owes annual tax, and will not issue that company a certificate of good standing, until the tax, penalty, and interest are paid in full. So a company can be simultaneously validly formed, unable to get routine paperwork processed, and still three years away from needing a formal revival, a middle status that does not map neatly onto either “active” or “void” as most people use those words.

This matters most for anyone relying on a Delaware LLC’s good standing for something specific: opening a bank account, closing a financing round, or registering to do business in another state. A one-year lapse in the franchise tax is enough to block a certificate of good standing even though the entity is nowhere near cancellation, which is often the moment the problem actually surfaces for an owner who otherwise wasn’t tracking the tax deadline closely.

Does revival erase the gap

Yes, comprehensively, once the certificate of revival is filed:

“may be revived by filing in the office of the Secretary of State a certificate of revival of limited liability company accompanied by the payment of the fee required by § 18-1105(a)(3) of this title and payment of the annual tax due under § 18-1107 of this title and all penalties and interest thereon due at the time of the cancellation of its certificate of formation.”

6 Del. C. § 18-1109(a)

The revival statute goes further than most: it doesn’t just restore the company going forward, it validates everything that happened while the certificate was canceled, and re-vests property the company held at cancellation or acquired afterward, as if the certificate of formation had never lapsed. It also makes the company exclusively liable again for anything its members, managers, employees, or agents did in its name during the canceled period, on the same terms as if the certificate had remained in force the whole time; the retroactive fiction runs in both directions, restoring rights and reattaching liability alike.

Because the certificate of revival is treated as an amendment to the original certificate of formation rather than a brand-new filing, the company does not need to separately amend its certificate of formation to reflect the matters stated in the revival certificate; the revival filing does that work on its own.

What you actually file

Once three years have passed and the certificate of formation is canceled, the fee for the filing itself is fixed by a separate fee schedule:

“a certificate of revival under § 18-1109 or § 18-1110 of this title, a fee in the amount of $180, plus, in the case of a certificate of cancellation under § 18-203 of this title, a fee in the amount of $50 for each registered series of the limited liability company named in the certificate of cancellation.”

6 Del. C. § 18-1105(a)(3)

• A certificate of revival naming the company, its original formation date, and its Delaware registered agent, § 18-1109(a)
• The $180 filing fee, § 18-1105(a)(3)
• All annual tax due under § 18-1107, plus every penalty and interest amount owed at the time of cancellation, § 18-1109(a)

If the company is only “not in good standing” and has not yet hit the three-year cancellation mark, none of this filing is needed: back tax, the $200 penalty, and interest, paid directly, restores good standing under § 18-1107(i).

What this page does not do

• It does not state the Division of Corporations’ current certificate-of-revival form number or confirm whether the office charges anything beyond the statutory $180 filing fee. because the Division’s own filing pages and form were not fetched and read this session.
• It does not address revival of a registered series under § 18-1110, a distinct and separately-numbered provision from LLC revival under § 18-1109. because this page is scoped to whole-company revival only.
• It is not legal advice.

Related: what a Delaware LLC costs to keep, how to dissolve a Delaware LLC on purpose, and what happens when you stop filing annual reports. Other states in this series: Wyoming, Texas, and Florida.

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.