Alabama Secretary of State certificate of authority cancellation requirements and instructions
How to withdraw your foreign Alabama corporation or cancel your foreign Alabama limited liability company Certificate of Authority:
Foreign corporation authorized in Alabama:
To withdraw or cancel your foreign Alabama corporation in Alabama, you must provide in duplicate the completed Foreign Corporation (Business or Non-Profit) Certificate of Withdrawal form, with the filing fee to the Secretary of State by mail, in person or by fax. You will need to obtain and attach a Certificate of Compliance from Alabama Department of Revenue. To apply for the certificate, click on the Department of Revenue link below, or you can call (334) 242-1189 and request the certificate.
Foreign limited liability company authorized in Alabama:
To withdraw or cancel your foreign Alabama LLC in Alabama, you must provide in duplicate the completed Foreign Limited Liability Company Certificate of Withdrawal form, in duplicate, with the filing fee to the Secretary of State by mail, in person or by fax. You must also attach a Certificate of Compliance from the ADOR. Find the link below for applying for the certificate, or you can call (334) 242-1189 and request the certificate.
How much does it cost to cancel your out of state registration with Alabama?
To withdraw/cancel your Alabama corporation or LLC there is a $100 filing fee required by the Alabama Secretary of State.
Do you need an Alabama Department of Revenue clearance first?
Yes, see the ADOR link below for the clearance application.
How long does it take the state to process the withdrawal filing?
Normal processing time is approximately two to three weeks after you receive the tax clearance. The tax clearance is usually received in a week after the application is received.
Expedited processing is approximately three days. Expedited processing only applies to the Secretary of State. The Alabama Department of Revenue processes each application in the order they come in.
Provide a duplicate copy of the form and a self-addressed, stamped envelope and you will receive a confirmation copy by mail.
What agency do you need to file the withdrawal with?
Alabama Secretary of State
What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?
The Department of Revenue in Alabama handles annual reports, rather than the Secretary of State. The annual report is called a Business Privilege Tax, which has replaced the annual franchise tax. You will continue to incur fees and interest with the Alabama Department of Revenue until a Foreign Corporation Certificate of Withdrawal or a Foreign Limited Liability Company Certificate of Withdrawal is filed, which means you will want to file a withdrawal as soon as possible after winding up business.
Once you become delinquent, your status with the Secretary of State will be listed as “Not in Good Standing.” If you do not file and pay your corporate annual report (Business Privilege Tax) within approximately 120 days of the due date, you will receive a written notice by mail from the Department of Revenue that you must respond to within 60 days. If you do not respond to the notice within the 60 days the matter is turned over to collections. Collection Services Division is a branch of the Alabama Department of Revenue. They will go to the court and obtain a writ, either of garnishment or seizure of property, adding interest and legal fees the entire time. So withdraw properly in Alabama and wrap up business before the judge’s gavel lands on you.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
The Alabama Secretary of State no longer revokes entities administratively. The Department of Revenue will conclude its collection action, leaving your company active and in good standing until you shine on the next business privilege tax return. So if you are finished conducting business, withdraw promptly.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
You will need to contact the Alabama Department of Revenue to get the specific amount of fees, penalties and interest due. They collect an annual Business Privilege Tax return from all limited liability companies in Alabama. If the return is not filed and paid when it is due, a penalty of 10% of the amount due is charged or $50, whichever is greater. Then you will continue to add an additional 1% penalty per month it goes unpaid. The Department of Revenue will turn your case over to their Collection Services Division before the following year’s Business Privilege Tax is due. Collection Services Division will get a court order to seize whatever is needed to satisfy your company’s debt to the Department of Revenue. No agency in Alabama will administratively dissolve your business. So if you don’t want to face the same expensive litigation every year, file a proper withdrawal with the Secretary of State.
Alabama Department of Revenue Tax Forms link:
What Alabama Department do I file my annual report with?
Alabama Department of Revenue
Northwest Registered Agent Service, Inc.
Birmingham, AL 35242