What Happens if My North Carolina LLC Is Dissolved?
Q: What happens if my LLC is dissolved by North Carolina?
A: North Carolina administratively dissolves an LLC that fails to file its annual report within 60 days after the April 15 deadline or fails to pay required fees (N.C.G.S. § 57D-6-06). Once dissolved, your LLC loses its legal status and cannot conduct business. You must file an Application for Reinstatement, cure all grounds for dissolution, and pay a $100 reinstatement fee plus any delinquent annual-report fees to restore your LLC's active status.
How Administrative Dissolution Occurs
The North Carolina Secretary of State administratively dissolves an LLC when you miss the annual-report filing deadline. Your report is due April 15 each year (N.C.G.S. § 57D-2-24). If you don't file within 60 days after that date, the Secretary of State issues a Notice of Grounds for dissolution under N.C.G.S. § 57D-6-06. Failure to cure the default results in administrative dissolution.
Administrative dissolution is not voluntary—it happens without your consent and without a court order. Your LLC's legal existence terminates, and you cannot legally operate, sign contracts, or hold property in the LLC's name.
Reinstatement Requirements
To restore your LLC after administrative dissolution, you must:
- File an Application for Reinstatement Following Administrative Dissolution with the North Carolina Secretary of State
- Cure every ground listed by the Secretary of State (typically filing the overdue annual report)
- Pay the $100 reinstatement filing fee plus each delinquent annual-report fee ($203 per year)
A foreign LLC that was revoked must requalify through the Secretary of State's standard requalification process and cure the grounds for revocation.
Consequences of Dissolution
Once dissolved, your LLC cannot conduct business, enter contracts, or sue in court. Your personal liability protection may be compromised if you continue operating without reinstatement. The dissolution is a formal state action—not a voluntary choice you control.
Avoid Dissolution: File Your Annual Report
The simplest way to prevent administrative dissolution is to file your annual report by April 15 each year. Online filing is available at https://www.sosnc.gov/online_filing/filing/creation. Submit your LLC name, principal office address, registered office address, registered agent details, and principal company officials' names and titles before the deadline.
Contact Information
North Carolina Secretary of State, Business Registration Division
Phone: (919) 814-5400
Website: https://www.sosnc.gov/divisions/business_registration
This is general information, not legal advice.