How to withdraw your foreign Georgia Limited Liability Company or Georgia Corporation Certificate of Authority:
To cancel an entity’s registration in Georgia, file an Application for Withdrawal of Certificate of Authority with the Georgia Secretary of State, Corporations Division (SOS). There is one form for all entities, so indicate which type of entity the application is for. Your corporation or LLC must been in active status with the Georgia SOS to withdraw. You may be required to submit any missing annual registration(s) before you can withdraw. You can submit the form by mail or in person. The SOS will send the certificate of withdrawal to the forwarding address you list on the form unless you specify a different address.
If you choose expedited processing include a check, certified bank check, or money order. Make checks payable to “Secretary of State.” The Georgia SOS does not accept cash.
Do you need a Georgia Department of Revenue clearance first?
No. You don’t need to get a tax clearance to withdraw a foreign corporation or LLC.
How much does it cost to cancel your out of state registration with Georgia?
There is no fee to file the application for withdrawal.
Expedited processing is available for a $100 fee.
How long does it take the state to process the withdrawal filing?
It will take the Georgia SOS seven to ten business days to process the withdrawal. It could be up to twelve business days when the SOS is especially busy.
Georgia SOS offers 24 hour expedited processing.
What agency do you need to file the certificate of withdrawal with?
Georgia Secretary of State
2 MLK Jr. Dr. S.E.
Suite 315, Floyd West Tower
Atlanta, Georgia 30334
Phone: (404) 656-2817
Fax: (404) 657-2248
What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?
If a foreign corporation or LLC doesn’t file its Georgia annual registration, the SOS will send a revocation notice to the entity’s principal address.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
The foreign corporation or LLC has 60 days from the date of the revocation notice to file the annual registration with the Georgia SOS. If you do not file the registration within the 60 day window, your foreign entity’s authority to do business in Georgia will be revoked.
What are the late fees and penalties to re-register if your registration is forfeited?
If a foreign corporation or LLCs authority has been revoked, and the entity wants to continue its business in Georgia, it must re‐qualify by submitting a new Application for a Certificate of Authority. The filing fee for a new Certificate of Authority is $225.
How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?
A foreign corporation or LLC revokes the authority of its Georgia registered agent to accept service of process by filing the application for withdrawal with the Georgia SOS.