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

Florida Department of State certificate of authority cancellation requirements and instructions

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

Limited Liability Company authorized to do business in Florida:
To withdraw your foreign LLC in Florida, you may provide the completed Cover Letter and Application by Foreign Limited Liability Company for Withdrawal of Authority to Transact Business in Florida forms to the Department of State by mail or in person, along with the filing fee. Florida also offers Online Withdrawal Filing. It is quick and easy. Find the link below.

Corporation authorized to do business in Florida:
To withdraw or cancel your foreign Corporation in Florida, you can complete and submit the Cover Letter and Application by Foreign Corporation for Withdrawal of Authority to Transact Business or Conduct Affairs in Florida forms to the Department of State by mail or in person, along with the filing fee. The simplest option is to withdraw online at the link found below.

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

To withdraw your foreign Limited Liability Company in Florida, there is a $25 filing fee. This will include a Certificate of Withdrawal from the Secretary of State.

To withdraw your foreign Corporation, a $35 filing fee is required (fee includes a letter of acknowledgment and a certificate of status/ withdrawal).

Expedited service is available the same day, if filed in person by 4:30 pm, at no additional charge.

Do you need a Florida Department of Revenue clearance first?

No.

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

Normal processing of a foreign withdrawal is approximately one week. You may request same-day processing if you walk your withdrawal application into the Secretary of State office. If you file your withdrawal online, it is processed in two or three days.
They will mail a letter of acknowledgment and a certificate of status/ withdrawal to you. You will also be able to print a copy directly from their website.

What agency do you need to file the withdrawal with?

Florida Department of State
Division of Corporations
Mailing: PO BOX 6327, Tallahassee, FL 32314
Walk-in: Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301
Corporations Phone: (850) 245-6050
Email: corphelp@dos.state.fl.us
Website:

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

Florida Code states that a Florida entity has failed to file its annual report form as required is subject to administrative dissolution. If the entity is a foreign entity, its certificate of authority to transact business in Florida will be administratively revoked. Business entities may reinstate by filing a reinstatement application online and paying the applicable fees.

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

The Florida Department of State will revoke the Certificate of Authority of a foreign entity if its annual report is not filed and the fee is not paid by 5 p.m. Eastern Time on the third Friday in September. All annual reports are due on May 1st in Florida.

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

There is a late fee of an additional $400 after May 1st, along with the annual $150 fee. If you decide to re-register after the third Friday of September (date of revocation), the reinstatement fee is $100 for LLCs and $600 for corporations. Once your business status has been revoked, you may reinstate your business at any time by filing a reinstatement online through the Florida Department of State website.

Online Withdrawal Filing: