How to withdraw a foreign Delaware LLC or corporation business with the Department of State

Delaware Department of State certificate of authority cancellation requirements and instructions

How to withdraw your foreign Delaware Limited Liability Company or Delaware Corporation Certificate of Authority:

Limited Liability Company authorized to do business in Delaware:
To cancel your foreign LLC in Delaware, you provide the completed Certificate of Cancellation of a Foreign Limited Liability Company form to the Department of State by mail, fax or in person, along with the filing fee. Contact the Franchise Tax Section concerning any taxes due and include that sum with the filing fee. You should also to include a cover letter or filing memo with your name, address and telephone/fax number to enable them to contact you if necessary.

Corporation authorized to do business in Delaware:
To withdraw your foreign Delaware Corporation in Delaware, you must provide the completed Foreign Corporation Certificate of Withdrawal form to the Department of State by mail, fax or in person, along with the filing fee. Contact the Franchise Tax Section concerning any taxes due and include that amount with the filing fee. Also include a cover letter or filing memo with your name, address and telephone/fax number to enable them to contact you if necessary.

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

To cancel your foreign Limited Liability Company in Delaware, there is a $200 filing fee required.

To withdraw your foreign Delaware Corporation, the filing fee is $175.

Contact the Delaware Department of State, Franchise Tax Section concerning any taxes due at the time of withdrawing your business. A check for any tax payment due must accompany the Certificate and filing fee.
You may request expedited processing for an additional $1,000 for one-hour service, $500 for two hour service, $200 for same day service, or within 24 working hours for an additional $100 fee.

Do you need a Delaware Department of Revenue clearance first?

No. The Delaware Department of State collects all corporate franchise taxes.

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

Processing of the foreign withdrawal will take approximately two to three weeks. Expedited service is available in one hour, two hours, same day or 24 working hours depending on the service requested.
You will receive a confirmation copy of your filing by the return service you indicate on your filing cover memo.

What agency do you need to file the withdrawal with?

Delaware Department of State
Division of Corporations
John G. Townsend Building
401 Federal Street - Suite 4,
Dover, DE 19901
Phone: (302)739-3073
Fax: (302)739-3812
Email: corp@delaware.gov
Website:

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

Around November 30 of each year, the Delaware Department of State will notify each business that has neglected to pay the franchise tax or has refused to file a complete annual franchise tax report, that the charter of the business shall become void unless such taxes and late penalties are paid by the date on the notice. Corporations are forfeited after one year and limited liability companies are given three years before the Department of State cancels their authority.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

Corporations have one year to pay your annual franchise tax and late penalties before you are revoked. LLCs have three years to bring themselves current or face forfeiture. The Delaware Department of State will mail a notice stating that your certificate of authority will be revoked if you do not respond.   At that time if you are still delinquent, your certificate of authority to do business in Delaware will be considered void.

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

There is a $125 late fee for failure to file your annual report and franchise tax when it was due. Interest will be charged at 1.5% per month on your total tax and penalties due.