SERVING INDIVIDUALS, BUSINESSES, LAW FIRMS, AND CPA'S FOR OVER 40 YEARS
If your Delaware corporation has gone void, it means the state has officially canceled its existence due to missed franchise taxes or annual reports. While this sounds serious, the good news is that in most cases, you can bring the company back through a process called revival.
Below is a clear breakdown of what it means for a corporation to be void, how revival works in Delaware, and what you need to do to restore your company to good standing.
What Does It Mean When a Delaware Corporation Is Void?
A Delaware corporation becomes void when it fails to:
- File its annual report
- Pay franchise taxes
The corporation will automatically become void when it fails to do one or both of these for two consecutive years.
Once voided, the corporation:
- Loses its good standing status
- Cannot obtain a Certificate of Good Standing
- May lose rights to its name
- Cannot legally conduct business in many situations
At this point, the company is no longer considered active by the State of Delaware.
Can a Void Delaware Corporation Be Revived?
Yes. Delaware allows corporations that have become void to be revived at any time, as long as all outstanding obligations are resolved.
Once revived, the corporation is restored as if it had never become void, including:
- Reinstating its original formation date
- Restoring its corporate powers and rights
What Is Required to Revive a Void Corporation?
To revive a Delaware corporation, you must complete a Certificate of Revival and submit it to the state along with all required payments.
This includes:
- All past due franchise taxes
- All past due annual reports
- Interest and penalties
- Filing fee for the revival
The Certificate of Revival must include:
- The exact name of the corporation
- The date the corporation became void
- A statement that the corporation wishes to be revived
- The name and address of the registered agent
- An authorized signature
What If the Corporation Name Is No Longer Available?
If your original corporate name has been taken by another entity while your company was void, you will need to:
- Choose a new name
- Include that new name in your revival filing
This allows the revival to proceed without delays.
How Much Does It Cost to Revive a Delaware Corporation?
The total cost depends on how long the corporation has been void.
You should expect to pay:
- All unpaid franchise taxes
- A $200 penalty for each missed annual report
- 1.5% monthly interest on unpaid taxes
- A state filing fee for the Certificate of Revival
Because these costs accumulate over time, reviving sooner rather than later can significantly reduce the total amount owed.
How Long Does the Revival Process Take?
Processing times depend on the state’s current workload and whether you request expedited service.
In general:
- Standard processing can take several weeks
- Expedited options are available for faster turnaround
Keep in mind that all past due reports and taxes must be resolved before the revival may be completed.
What Happens After Your Corporation Is Revived?
Once the revival is approved:
- Your corporation returns to good standing
- You can obtain a Certificate of Good Standing
- You can resume normal business activities
The state treats the corporation as though it was continuously active, which is especially important for contracts, banking, and legal purposes.
Need Help Reviving Your Delaware Corporation?
Reviving a void corporation can involve multiple filings, calculations, and coordination with the state. If you are unsure where to start or want to avoid delays, working with a service provider can simplify the process and ensure everything is submitted correctly.
We assist clients with Delaware corporation revivals, including preparing filings, calculating outstanding obligations, and expediting submissions when needed. To get started on your revival, contact us here or give us a call at (800) 223-3928.