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To find a dissolved or inactive company, search the register of the state where it was formed, the same way you would for an active one. States rarely delete records. A closed company stays on file with a status that says why it is no longer active, and its filing history shows when that happened.
How to search for a dissolved company
- Pick the home state. Use the state where the company was formed. If it was also registered elsewhere, each of those states has its own record and status.
- Turn on inactive results. Some searches show only active entities by default. Look for a status filter and set it to all or include inactive.
- Search by an old name too. A company may have changed its name before it closed. Many states show prior names, and an entity number search finds the record whatever the name.
- Open the filing history. Look for articles of dissolution, a certificate of cancellation, a notice of administrative dissolution or a revocation.
Delaware's search, for example, returns active and inactive entities, and a hit does not show the current status until you open the record. Texas says its name search returns entities that use or used a name, active or not.
Administrative dissolution
The state closes the company itself. This usually follows:
- a missed annual or periodic report;
- an unpaid filing fee or franchise tax;
- no registered agent, or an agent who resigned and was not replaced.
States use different words for this. You may see Administratively Dissolved, Forfeited, Revoked, Void, Inactive or Not in Good Standing. A company from another state that loses its local registration may show Revoked or Withdrawn. Our status guide explains each one.
Voluntary dissolution
The owners decide to close the company and file articles of dissolution, a certificate of dissolution or a certificate of cancellation with the state. Some states need a tax clearance first. The status then shows Dissolved, Cancelled or Terminated. A foreign registration is closed separately with a withdrawal filing in each state.
Reinstatement
A company the state dissolved can often be reinstated. The usual steps are:
- file every missed report;
- pay the overdue fees, taxes and any penalty;
- appoint a registered agent if needed;
- file the state's reinstatement form.
Some states set a time limit, and the name may be lost if someone else took it in the meantime. Fees and limits differ, so check the state guide, such as California, Texas or Delaware, and the official instructions it links. Voluntary dissolution is harder to reverse and may need a new filing. An attorney can confirm what is possible.
Reading what you find
A dissolved status does not always mean the business stopped trading. The people behind it may have formed a new company with a similar name, sometimes in another state. To tell the old company from a new one:
- compare entity numbers and formation dates;
- check whether the addresses and registered agent match;
- look at who signed the last annual reports.
If you are owed money by a dissolved company, note the dissolution date and the last listed managers or officers, and keep copies of the record. A certificate of good standing is not available for a dissolved company, but you can usually order a certified copy of the record showing its status.
Checking before you deal with a company
Before you sign a contract or pay a deposit, check the status. A company that is administratively dissolved may not be able to enforce contracts or bring lawsuits in some states until it is reinstated. Our LLC lookup guide shows how to find and confirm the record.