How to withdraw a foreign California LLC or corporation business with the Secretary of State

California Secretary of State certificate of authority cancellation requirements and instructions

How to withdraw your foreign California Limited Liability Company or California Corporation authority to transact business:

To withdraw or cancel a foreign business entity, you have to file the appropriate form with the California Secretary of State (SOS). Include a self addressed, stamped envelope and a letter with the entities name, number, and the senders name, address, and phone number. The cancellation/withdrawal forms are available on the SOS website and can be filled in online. You may type on the forms or write in black or blue ink. Checks should be payable to the Secretary of State.

California Limited Liability Company:
To withdraw or cancel your foreign LLC in California, you must provide the completed form LLC-4/7, Limited Liability Company Certificate of Cancellation form to the Secretary of State by mail or in person.

California Corporation:
To withdraw or cancel your foreign corporation in California, you must provide the completed Certificate of Surrender of Right to Transact Intrastate Business form to the Secretary of State by mail or in person.

How much does it cost to cancel your out of state registration with California?

There is no filing fee to withdraw/cancel a foreign LLC or corporation registered in California.

Requests for expedited processing must be submitted in person:
$15 special handling fee for in person submissions
$350 additional fee for 24 hour expedited processing
$750 additional fee for same day expedited processing 

Do you need a California Franchise Tax Board clearance first?

No. However, as part of your filing, you must state that a final tax return has been or will be filed with the California Franchise Tax Board.

How long does it take the state to process the withdrawal filing?

Processing times vary and are now around eight weeks. Current times are posted on the California SOS website (see link below).

You can choose 24 hour or same day expedited processing for an additional fee. Documents for same day processing must be submitted by 9:30 for a response by 4:00.

There is a section on the form where you can enter a return address so the SOS can send you a filed copy.

What agency do you need to file the withdrawal with?

California Secretary of State
Document Filing Support Unit

Submit documents by mail:
P.O. Box 944228
Sacramento, CA 94244-2280

Or in person:
1500 11th Street, 3rd Floor
Sacramento, CA 95814
Monday-Friday, 8-5

Phone: (916) 657-5448

What happens if you don’t file a cancellation and just let your Statement of Information report filings go unfiled?

Foreign corporations must file a statement of information with the California SOS annually. LLCs are required to file a statement of information biennially.

If a foreign corporation or LLC does not file its California Statement of Information report when it is due, the SOS will mail the entity a written notice of pending forfeiture and assess a $250 penalty.

If you just don’t file the Statement of Information report, how long before you lose your authority to transact business in California?

A foreign entity has 60 days from the date on the notice of pending forfeiture to file the delinquent statement of information with the California SOS. If the corporation or LLC does not respond to the notice within the 60 days, its business entity status will be suspended or forfeited.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

The late fees and penalties can be $250 or more. If you file your Statement of Information on the California Secretary of State website, you will be notified of the specific fees due for your business entity. If you were forfeited for failure to file a tax return and pay taxes, you will need to contact the California Franchise Tax Board for any taxes, penalties or interest due to their office.

Once your business status has been withdrawn, revival is no longer available. You would need to re-qualify in California.
The filing fee for a foreign LLC Application to Register is $70
The filing fee for a foreign Corporation Statement and Designation $100

CA SOS business entities:

CA SOS processing times: