A Virginia corporation, limited liability company, business trust, limited partnership and registered limited liability partnership that has been terminated or canceled may have its existence reinstated or, in the case of a registered limited liability partnership, status restored, if, and only if, reinstatement or restoration occurs within 5 years of the termination or cancellation. Upon reinstatement or restoration, the existence of a Virginia business entity or the status of a Virginia registered limited liability partnership is deemed to have continued from the date of termination or cancellation as if it had never occurred.

A foreign business entity that was authorized to transact business in Virginia also may have its certificate of authority or registration reinstated within 5 years of revocation or cancellation.

To reinstate or restore a business entity’s existence, status or registration, the business entity needs to submit to the Clerk’s Office a written request for reinstatement, which may be in the form of a letter; pay a reinstatement fee of $100 ($10 if a nonstock corporation); file an annual report or an annual continuation report for the current year if it is a corporation or a registered limited liability partnership, respectively, unless one was previously filed; pay all fees and penalties that were due at the time of termination or cancellation; and pay all annual registration fees and penalties that would have become due if the business entity’s existence or its registration had not been terminated or canceled.

To obtain a “reinstatement packet” that identifies all of the requirements for reinstatement, you may contact the Office of the Clerk at (804) 371-9733 or toll-free in Virginia at 1-866-722-2551. Please note that the reinstatement requirements are valid as of the date the packet is generated and that the requirements may change over time.

Finally, please note that “restatement” is not the equivalent of “reinstatement.” The former relates to the filing of articles that take into account all prior amendments to a business entity’s organizational document. See Articles of Restatement for the various Virginia business entities in the Clerk’s Office forms.