My Company Is Not In Good Standing...Now What?


my company is not in good standingThere are many daily, monthly and yearly tasks and responsibilities that go into running a successful company.  Everyone gets busy and can lose track of time, or forget to take care of some little business details.

Perhaps you have not kept up with the annual Delaware filings for your company for several years, and now your company is not in good standing—it's in a void, forfeit or cancelled status. 

If your company has not paid or filed the annual Franchise Taxes and/or Registered Agent Fees for consecutive years, then your company may be in a delinquent status.

This means that the company charter is no longer in good standing with the state of Delaware. In order to maintain full asset protection, your company must be in good standing with the state of Delaware at all times.

If you find yourself in one of these types of situations, you will need to decide whether it is best to renew your existing company or start fresh with a new company. Here are some factors to consider:

How long have you been incorporated? 


  • Banks, lenders and investors feel more comfortable working with a company that has been in existence for a long time. If your delinquent company has been incorporated for many years, it may be better to consider filing a renewal so you can keep the original incorporation date.

However, if your company was just recently formed and doesn’t have much (if any) history, think about forming a new company instead. (Oftentimes you can utlize the same\original company name.)


Does your delinquent company have any outstanding loans, contracts, bank accounts or federal or state tax issues? 

forgot to pay franchise tax


  • Forming a new company does not erase any of these pending items. Since every company situation is unique, you will need to speak with your bank representative and/or accountant to determine what will need to be done to transfer these matters into a potential new entity.


Did your company obtain an EIN (Employer Identification Number)? 


  • The IRS issues a distinct EIN for each individual company, which stays with the entity for its lifetime. Therefore, when a company files a renewal, typically the EIN will not change.

However, under special circumstances, the IRS will allow an existing EIN to be transferred to a new company. Otherwise, a new EIN will have to be obtained when you form a new entity.


Did you file for Foreign Qualification (or a Certificate of Authority) for the company in your home state?

how to get my company back in compliance

  • If you are filing a renewal for the company in Delaware, then you may want to check with your home state, too, and see if there are any outstanding filings due.

The Foreign Qualification would have been filed based on details from the original company formation; therefore, starting a new company would also result in filing a new Foreign Qualification.

These steps will help you determine if your company should be renewed or if you should simply start over with a new business entity.

Either way, we can provide the necessary details to restore your company back into a good standing status.

We will also gladly assist with the formation of a new company, obtaining a new EIN and/or filing for Foreign Qualification in your home state. We are available to help you get through the process as quickly and efficiently as possible.

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