What reinstatement means and when you need it
A corporation becomes inactive with the Illinois Secretary of State when it fails to file its annual report or pay the required fee for two consecutive years. Once inactive, the state dissolves the corporation — it no longer exists as a legal entity. Reinstatement is the process of restoring that corporation to active status so it can conduct business again, enter contracts, and hold property in its own name.
You need reinstatement if your corporation was dissolved for non-filing or non-payment, and you want to bring it back to life. The state does not automatically reinstate dissolved corporations; you must request it. Reinstatement does not erase the corporation's history — it restores the same entity with the same name and the same identification number it had before dissolution.
Key Takeaways
- The Illinois Secretary of State dissolves corporations that miss two consecutive annual reports or fee payments, but reinstatement can restore them to active status.
- You must file a Certificate of Reinstatement with the Secretary of State and pay the reinstatement fee, which varies depending on when the corporation was dissolved.
- The Secretary of State's website has a business search tool where you can check your corporation's current status before you begin the reinstatement process.
- Reinstatement takes effect on the date the Secretary of State receives your completed Certificate of Reinstatement and fee, not the date you mail it.
- If your corporation's name has been claimed by another business during the dissolution period, you may need to choose a new name or resolve the conflict before reinstatement is approved.
How to check your corporation's current status
Before you file for reinstatement, confirm that your corporation is actually dissolved. Visit the Illinois Secretary of State Business Search tool at cyberdriveillinois.com. Enter your corporation's name or its Illinois identification number (if you have it). The search results will show whether the corporation is active, inactive, or dissolved.
If the search shows your corporation is dissolved, note the dissolution date. This date affects the reinstatement fee you will owe. If the search shows the corporation is already active, you do not need to reinstate it — you may straightforward need to file a late annual report or pay an overdue fee.
Filing the Certificate of Reinstatement
Reinstatement begins with filing a Certificate of Reinstatement with the Illinois Secretary of State. You can file this document in three ways: by mail, in person at the Secretary of State's office in Springfield, or online through the Secretary of State's website.
The Certificate of Reinstatement is a short form. It requires your corporation's name, its Illinois identification number, the date of dissolution, and the signature of an authorized officer or director. You do not need to rewrite your articles of incorporation or provide a lengthy explanation. The Secretary of State's website has a fillable template you can read and print, or you can request the form by phone at 217-782-6961.
Mail the completed Certificate of Reinstatement to the Illinois Secretary of State, Department of Business Services, 501 South Second Street, Room 328, Springfield, IL 62756. Include the reinstatement fee with your filing. The state does not process incomplete filings, so double-check that you have signed the form and included the correct fee amount.
Reinstatement fees and what they cover
The reinstatement fee depends on how long your corporation has been dissolved. As of the most recent fee schedule, the cost ranges from $50 to $200, with higher fees for corporations dissolved longer ago. The Secretary of State's website lists the current fee structure based on dissolution date.
The reinstatement fee covers the cost of processing your Certificate of Reinstatement and restoring your corporation to active status in the state's records. It does not cover any back taxes, penalties, or fees owed to other state agencies. If your corporation owes unpaid corporate income tax or other state debts, those remain your responsibility even after reinstatement.
What happens after you file
Once the Secretary of State receives your completed Certificate of Reinstatement and fee, reinstatement takes effect when ready. You will receive a stamped copy of your certificate in the mail, usually within two to four weeks. This stamped copy is your proof that the corporation has been reinstated.
Your corporation's status will update in the Business Search tool within a few business days. At that point, you can conduct business under your corporation's name again. However, reinstatement does not automatically restore your business licenses, permits, or tax registrations with other agencies — you may need to contact those agencies separately to reactivate those items.
Name conflicts and what to do if your name is taken
If another business registered a corporation or LLC with your corporation's name while yours was dissolved, the Secretary of State may not reinstate your corporation under that name. This is rare, but it can happen if the name is common or if a significant amount of time passed between dissolution and your reinstatement request.
If you encounter a name conflict, you have two options. You can file an Amendment to Articles of Incorporation to change your corporation's name to one that is available, then proceed with reinstatement under the new name. Or you can contact the other business and ask them to release the name, though they have no legal obligation to do so. The Secretary of State will tell you which option applies to your situation once you submit your reinstatement request.
Reinstatement does not restore all your rights automatically
Reinstatement restores your corporation's legal existence, but it does not automatically restore everything that was affected by dissolution. Your business licenses, professional certifications, tax registrations, and permits with other state and local agencies may have expired or been cancelled during the dissolution period.
Contact your local city or county clerk to renew your business license. If your corporation holds professional licenses (in real estate, construction, healthcare, or other regulated fields), contact the relevant licensing board to restore those licenses. Contact the Illinois Department of Revenue to update your sales tax registration and corporate income tax account. These steps are separate from reinstatement and may take additional time.
Frequently Asked Questions
Can I reinstate a corporation that was dissolved more than ten years ago?
Yes. There is no time limit on reinstatement. However, the longer your corporation has been dissolved, the higher the reinstatement fee. You should also check whether the name is still available, because another business may have claimed it during the dissolution period.
Do I have to pay back taxes or penalties to reinstate?
No. The reinstatement fee is separate from any tax debt. However, if your corporation owes unpaid corporate income tax or other state taxes, those debts remain your responsibility after reinstatement. The Illinois Department of Revenue may pursue collection separately. Reinstatement does not erase tax liability.
What if I do not have the Illinois identification number?
Use the Business Search tool to find it by searching for your corporation's name. If you cannot locate the number that way, call the Secretary of State's business services line at 217-782-6961 and provide your corporation's name and the city where it was incorporated. They can give you the identification number.
How long does reinstatement take?
Reinstatement takes effect on the date the Secretary of State receives your completed Certificate of Reinstatement and fee. You will receive a stamped copy in the mail within two to four weeks. Your corporation's status updates in the Business Search tool within a few business days of filing.
Can I reinstate online?
Yes. The Illinois Secretary of State's website allows you to file the Certificate of Reinstatement online and pay the fee electronically. This is often faster than mailing a paper form. Visit the Secretary of State's website and look for the online filing option under business services.