Help, my LLC was administratively dissolved, what do I do?

Don’t panic, this is fixable!

In Iowa and most states, you must regularly check that the information you gave to the state about your business is correct. Usually, you also pay a fee at this time to keep your business alive. If you forget, the state will administratively dissolve your business.

What happens if my LLC is administratively dissolved?

Dissolution is a special mode your business goes into when it is in the process of shutting down. You can dissolve your LLC voluntarily or it can be done administratively.

According to Iowa Law section 489.705, the only functions your business is allowed to perform are those needed to shut down your business. For example, if you had a restaurant, you could sell off your inventory, your equipment, or possibly find someone to buy your business.

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Reasons you were administratively dissolved

The list of reasons to be administratively dissolved is short:

• You didn’t file your biennial report—this has to be done every other year to keep your information up to date with the state
• You didn’t pay the fees for your biennial report in time
• You don’t have a registered agent or a registered office or you changed these and didn’t tell the state
• You picked a date for your LLC to expire when you registered the LLC and that date has passed

What to do if you don’t want to be dissolved

The simple answer is you need to fix the reason you were dissolved. The Secretary of State is pretty helpful about this. You can contact the office and ask them for the process. They’ll e-mail or mail you the information you need, including how much you need to pay if you were dissolved for not paying your biennial fee. They’ll ask you to complete a form, which you can find on the SOS website. There’s a very helpful F.A.Q. on getting reinstated. It’s a common situation.

Normally, the Secretary of State will notify you when it’s time to file your report and notify you again if you forgot. If you didn’t receive these notices, then it’s clear the state doesn’t have the proper information on file for how to contact you.

Why the State thinks this is important

LLCs are nice because you really don’t have to share much information about your business. That’s because LLCs have few corporate formalities compared to some other types of businesses. But there are a few formalities, and one of them is making sure the state knows how to contact you. You must keep a registered agent and/or registered office address on file. If the state or a member of the public needs to send you something important, they’ll send it to that address.

One important piece of information you’ll receive at that address is a reminder to file your biennial report and a warning that you’re about to be administratively dissolved for not filing your biennial report.

Summary

Don’t panic! If your LLC was administrative dissolved, it’s probably because you forgot to file your biennial report. You probably forgot to file your report because you didn’t get a notice it was time to file it. And you didn’t get the notice because your contact info changed and the state doesn’t know how to reach you to send a reminder. It’s easily fixed by calling the Secretary of State, asking what you need to do to be reinstated, and then following those steps.