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File a Business Withdrawal

Close your business in a foreign state.

Once you have filed a foreign qualification to conduct business in another state, you will be responsible for meeting that state's annual tax and compliance requirements, regardless of income. If your business is no longer operating or conducting business in a foreign state, it's extremely important to file a withdrawal. This informs the state that your business is no longer operational and does not have any further obligations.

Why is it important to file a withdrawal for my business?

Limited Liability

Avoid a loss of limited liability protection. This loss is caused by missed annual filings or fees required by your business in a state in which you have foreign qualified the business.

Save Money.

Filing a withdrawal helps you avoid paying unnecessary taxes, annual fees and late charges in a state where your business no longer operates.

What is a business withdrawal?

A corporation or LLC that has previously foreign qualified to operate in another state needs to file a withdrawal in order to remove itself from the state and cease any taxation or reporting requirements.

Filing for a withdrawal provides more benefits than simply allowing you to cease operations in a particular state. Additionally, the business will not be required to pay taxes and annual fees in that state. The withdrawal allows the business to avoid potential late fees or other penalties commonly associated with neglecting to file a withdrawal.

Once your withdrawal has been filed and approved by the secretary of state, you will have formally terminated your corporate existence in that state. You also relinquish the liability protection your business gained by foreign qualifying, so be sure that you have ceased all operations in the state before submitting your withdrawal.

It is also important to note that before withdrawal of a foreign corporation, all required fees, penalties, and costs must be paid. This payment is necessary in order for the application for withdrawal to be considered complete with most jurisdictions.

When should I file a withdrawal for my business?

There many factors that may prompt a business to withdraw from conducting business in a foreign state. If your business filed a foreign qualification to operate in another state, and was unable to generate enough business to justify the added costs, a withdrawal might be a good option. Businesses often decide to close business in one state in order to open in another. This is another case in which a business may first file a withdrawal, and then foreign qualify in a different state.

How is a withdrawal different from a dissolution?

A withdrawal informs a single state where your business has filed a foreign qualification that you no longer wish to conduct business in that state. A dissolution informs the initial state of incorporation that your business no longer wishes to be a legal entity, formally shutting down the business.

What can happen if I fail to file for withdrawal as a foreign entity?

There are often unintended consequences for businesses that fail to file a withdrawal. First and foremost, the business will continue to be responsible for filing annual reports and meeting maintenance requirements. The business will also continue to be responsible for any associated fees or taxes required by the state, in many cases, creating added costs.

Failing to meet those requirements can lead to your business falling out of good standing in the state, putting your personal liability at risk. A company not in good standing waives these protections and in turn, it can put the owners of a business in a vulnerable position.

Withdraw your business from a foreign state.

If you would like to cease operations in a foreign state, let us file a withdrawal for you. We will prepare your withdrawal order for your review, and handle the submission to the appropriate state agency in any of the 50 states.

File a withdrawal online with MyCorporation for only $129

File a Withdrawal

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Frequently asked questions

Filing a withdrawal will terminate a business's existence in the state where it is filed. In doing so, a withdrawal also terminates any maintenance obligations the a business has to that state. That also means that your business is no longer protected by the limited liability protection you gained by filing a foreign qualification, so it is important to ensure you cease operations in the state.

It is important to note, however, that in most jurisdictions, the application for withdrawal is not considered complete until all required fees, penalties, and costs have been paid.

Once you have made the decision to withdrawal, its best to submit your filing as soon as possible to avoid any additional requirements or state fees. Remember that all applicable fees must be paid and all filings submitted before your application to withdraw will be accepted. Accumulating more fees while waiting to file is an easy mistake to make.

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