Keeping the company in good standing · A term for founders abroad
What is administrative dissolution?
A state ending a company that stopped filing or paying; usually reversible by reinstatement, at a cost, within a limited time.
Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.
Term 5 of 105 in the glossary, filed under A.Wyoming Secretary of State: business FAQs
Administrative dissolution, for a founder abroad.
When a company misses its annual report or tax for long enough, the state dissolves it without asking. The company loses its standing, its name can go to someone else, and the owners may lose their liability protection for the time it was dissolved.
- Wyoming: delinquent from the second day of the month after the due date; the state can start dissolving 60 days after it, and does so 60 days after its notice. Reinstatement within two years, with what's missed and a $100 fee.
- Delaware LLC: cancelled after three years of unpaid tax. Revival means paying everything owed plus a revival filing.
Reinstatement usually needs the registered agent to be in place, so a lapsed agent often has to be replaced first. What happens if you miss a filing sets out each step.
Sources: Wyoming Secretary of State: business FAQs; Delaware LLC Act, subchapter XI: the annual tax, cancellation and revival.
What founders ask next.
- Can a dissolved LLC be reinstated?
- Usually, within a set period: two years in Wyoming. After that the company is gone and a new one has to be formed, usually with a new EIN.
- Does administrative dissolution end my IRS filings?
- No. Form 5472 is still owed for the years the company existed, and the IRS keeps expecting returns until you close the account properly.
03 · See also
- Keeping the company in good standingGood standingThe status of a company that has filed and paid everything its state requires; lost by missing a report or tax, and proved by a certificate.Read the term
- Keeping the company in good standingAnnual reportThe yearly filing a state requires to keep a company in good standing: $60 in Wyoming; a Delaware LLC files none and pays a yearly tax instead.Read the term
- Keeping the company in good standingWyoming annual report licence taxWyoming's yearly charge on an LLC: $60, or $0.0002 per dollar of Wyoming assets if more, due on the first day of the month it was formed in.Read the term
- Keeping the company in good standingDelaware annual LLC taxThe flat $400 tax every Delaware LLC pays by 1 June each year, raised from $300 in 2026; Delaware LLCs file no annual report.Read the term
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