THE RESIGNATION & NO-AGENT FILE
Administrative dissolution: how companies die on paper, and how revival works
Administrative dissolution is the state ending your entity for a paperwork failure — an unfiled report, an unpaid tax, a missing agent. No hearing, no judge, and frequently no effective notice, because the notices go to the agent and address on file, which is to say: to the very record that went stale.
The clocks differ; the direction does not
Florida gives a long runway — report window January to May, a $400 late fee, and dissolution only in late September — and then dissolves in bulk, on a published Friday. Wyoming runs one of the fastest clocks in the country: sixty days past the due date and the entity is dissolved. Virginia cancels an LLC’s existence on the last day of the third month after a missed registration fee. North Carolina runs on two 60-day clocks in sequence — the full sequence, and its reinstatement price, are on the North Carolina folio. Every state’s version is on its hub, with the source attached.
What dissolution does while you are not looking
The entity stops existing as a good-standing actor: contracts and bank relationships that require good standing wobble, the name is exposed — Florida holds a dissolved entity’s name for one year, then releases it to anyone — and in Texas’s franchise-tax forfeiture, the people behind the entity can become personally liable for debts incurred after the due date. The liability shield most owners formed the entity for is the first casualty of the paperwork they skipped.
Revival is real, priced, and time-boxed
Most states allow reinstatement: pay every missed year, pay the reinstatement fee, file the cure. But the windows close. Wyoming allows reinstatement within two years of a tax dissolution. Oregon allows it for entities dissolved less than five years. Past the window, the entity is not revived — it is re-formed, and everything that belonged to the old entity’s history negotiates its own way across. The arithmetic of the calendar is unforgiving in exactly one direction: the reminder costs nothing, the revival costs everything else.
State figures in this guide are drawn from the verified compliance dataset (checked 2026-11-05) and the state hubs. This guide is information about how the system works, not legal advice for your situation.