What happens if your Georgia LLC misses its annual registration, and how to reinstate it
Georgia’s own word for it: “Active/noncompliance”, then “administratively dissolved”. Time limit to get back: 5 years.
Checked against the Georgia Secretary of State, Corporations Division, September 2026.
- What Georgia calls it
- “Active/noncompliance”, then “administratively dissolved”
- Tax clearance
- Not confirmed
- Time limit to get back
- 5 years
How it unfolds in Georgia
- MissedAnnual registration
- Status“Active/noncompliance”, then “administratively dissolved”
- The way backApplication for reinstatement (eCorp)
Georgia Secretary of State, Corporations Division
Draft. Some answers on this page are not yet confirmed against a primary source, and each one says so in place. Everything else was read on the Georgia Secretary of State, Corporations Division’s or the legislature’s own pages.
What does Georgia call a company that missed its filings?
“administratively dissolved” (administrative dissolution by the Secretary of State). Before dissolution, an LLC that has missed its annual registration shows the status “active/noncompliance” in the Secretary of State’s business search. (Foreign LLCs are “revoked” and cannot reinstate — out of scope.)
What triggers it in Georgia?
Not yet confirmed against the Georgia Secretary of State, Corporations Division — check with the office.
Before it happens
The Corporations Division mails a Notice of Administrative Dissolution (notice of intent to dissolve) to the last known principal office address or the registered agent. The LLC has 60 days from the date of the notice to respond — e.g. by filing the missing annual registration(s) and paying all fees due; the due date is marked on the notice.
How do you reinstate a Georgia LLC?
Application for reinstatement — filed online through eCorp (ecorp.sos.ga.gov → Online Services → ‘Reinstate an Entity’), or on the paper reinstatement application form (printed from eCorp) mailed or hand-delivered with a check or money order. It must be signed by the registered agent or a member or manager as listed in the most recent annual registration; otherwise it must include a notarized statement from a person who was a member or manager (or their heir, successor or assign) at the time of dissolution, confirming that they know of and assent to the application. A reinstatement fee set by the state applies; optional paid expedited processing is available.
Where to file
Georgia Secretary of State, Corporations Division (2 MLK Jr. Drive, Suite 313, Floyd West Tower, Atlanta, GA 30334-1530; online via eCorp)
Not yet confirmed against the Georgia Secretary of State, Corporations Division — check with the office.
Is there a deadline to reinstate a Georgia LLC?
Within 5 years after the effective date of the administrative dissolution.
After that
Reinstatement is no longer available. The Secretary of State cannot advise whether to start over as a new entity. Its FAQ says that if reinstatement is not possible or desirable, the entity’s affairs should be wound up, its assets liquidated and its debts paid. After 5 years the name is no longer reserved.
Do you need tax clearance in Georgia?
Not yet confirmed against the Georgia Secretary of State, Corporations Division — check with the office.
What happens to the company name meanwhile?
The name of an administratively dissolved LLC is reserved for 5 years after the date of dissolution or until the LLC is reinstated, whichever is sooner. Nobody else may reserve it during that period. If the LLC does not reinstate within the 5 years, another entity may reserve or file under the name.
What changes once it is fixed?
While dissolved, the LLC continues to exist but may carry on only the business needed to wind up and liquidate. If reinstated, its existence is retroactively reinstated for all purposes. (Statute text as read on non-primary hosts: reinstatement relates back to the effective date of the administrative dissolution, as if the dissolution had never occurred.)
What changes for corporations in Georgia?
Largely parallel. Corporations: O.C.G.A. §§ 14-2-1420 to 14-2-1422 (nonprofits §§ 14-3-1420 to 14-3-1422). Same ‘administratively dissolved’ term, same 5-year reinstatement window and 5-year name reservation, same online/paper application. Differences: signers are the registered agent or an officer, director or shareholder listed in the most recent annual registration. A corporation’s reinstatement must list a CEO, CFO and Secretary. A corporation’s first annual registration is due within 90 days of incorporation, not the following January-April window.
What should you file first?
Ask the Georgia Secretary of State, Corporations Division whether a tax clearance is needed before you file. We have not confirmed that answer against a primary source yet.
The filing
Application for reinstatement (eCorp)
Where it goes
Georgia Secretary of State, Corporations Division (2 MLK Jr. Drive, Suite 313, Floyd West Tower, Atlanta, GA 30334-1530; online via eCorp)
What does Georgia ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization, filed through eCorp | At formation | N/A |
| Initial annual registration — new domestic corporations | Annual Registration | Within 90 days after the articles of incorporation are filed; if the articles are filed after October 1, the initial registration is due between January 1 and April 1 of the following year | Late penalties set by the Code, and eventual administrative dissolution |
| Annual registration | Annual Registration, filed through eCorp or by mail | Between January 1 and April 1 every year; you may register for one, two or three calendar years at once | A late fee applies, and an entity that does not register is administratively dissolved or revoked |
| Change of registered agent | Annual Registration with Changes, or an Amended Annual Registration (Form CD 920 for an LLC) | When the agent changes, if the next annual registration is not imminent | N/A |
From the same Georgia record as the Georgia registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Georgia deadline in your calendar with the compliance calendar, or see what Georgia requires of your registered agent.
Which Georgia laws govern it?
O.C.G.A. § 14-11-603 covers both administrative dissolution and reinstatement of LLCs (reinstatement signers at § 14-11-603(b)(4)(C); name reservation at § 14-11-603(b)(6)).
Sources, checked September 2026:
- Georgia Secretary of State, Corporations Division— How to Guide: Reinstate an Entity (citing O.C.G.A. §§ 14-11-603(b)(4)(C), 14-11-603(b)(6))
- Georgia Secretary of State, Corporations Division— Business Division FAQ — Dissolutions and Administrative Dissolutions
- Georgia Secretary of State, Corporations Division— Business Division FAQ — ‘How much time do I have to respond to the notice of administrative dissolution?’ (citing O.C.G.A. § 14-11-603)
- Georgia Secretary of State, Corporations Division— How to Guide: Reinstate an Entity
- Georgia Secretary of State, Corporations Division— How to Guide: Reinstate an Entity — Contact
- Georgia Secretary of State, Corporations Division— How to Guide: Reinstate an Entity (citing O.C.G.A. § 14-11-603(b)(6)); Business Division FAQ
- Georgia Secretary of State, Corporations Division— How to Guide: Reinstate an Entity — Time Limit
- Georgia Secretary of State, Corporations Division— Business Division FAQ — ‘What is the net effect of an administrative dissolution?’
- Georgia Secretary of State, Corporations Division— Business Division FAQ; How to Guide: Reinstate an Entity
Draft, partly checked against the Georgia Secretary of State, Corporations Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Georgia
Behind on a Georgia filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Georgia Secretary of State, Corporations Division, and state fees are confirmed with you before anything is filed.