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

Minnesota Department of State certificate of authority cancellation requirements and instructions

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

In order to withdraw from Minnesota, a Corporation or LLC must submit a certificate of withdrawal to the Minnesota Secretary of State (SOS). Minnesota allows filing in person, by mail, or online. The Minnesota SOS accepts cash or check for paper filings and check or credit card for electronic filings. Makes checks for fees payable to “MN Secretary of State”.

Limited Liability Company registered in Minnesota:
File an Application of Foreign Limited Liability Company for a Certificate of Withdrawal from Minnesota form with the Minnesota Secretary of State (SOS).

Corporation registered in Minnesota:
If you wish to withdraw your foreign corporation from Minnesota, submit the form, Application of Foreign Corporation for a Certificate of Withdrawal from Minnesota to the SOS.
If your foreign corporation has dissolved in its home state, you need to file a Foreign Corporation Dissolution form in Minnesota.

The form you need to withdraw your business from Minnesota is available in your online account when you sign up for registered agent service with Northwest. You should retain the original document and submit a legible copy to the SOS.

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

There is a $50 filing fee to withdraw your foreign Corporation from Minnesota.
There is a $35 filing fee to withdraw a foreign LLC from Minnesota.
If you file online, there is an additional $10 express service fee.

Do you need a Minnesota Department of Revenue clearance first?

You do not need to have department of revenue clearance before you withdraw your foreign corporation or LLC from Minnesota.

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

It takes the Minnesota SOS five to seven business days to process most documents. Filed documents are mailed back to the corporation or LLC. You should receive the documents within seven to ten business days after filing.
Online filings are processed within one business day.
Walked in documents are processed while you wait.

What agency do you need to file the withdrawal with?

Submit corporate and LLC withdrawal documents to:

Minnesota Secretary of State - Business Services
Retirement Systems of Minnesota Building
60 Empire Drive, Suite 100
Saint Paul,  MN 55103
(651) 296-2803

What happens if you don’t file an application for a certificate of withdrawal and just let your annual report go unfiled?

Foreign Corporation:
If a foreign corporation does not file withdrawal documents or its annual renewal, the Secretary of State will notify the corporation by mail, at its Minnesota registered office, that the corporation is in default and that the certificate of authority will be revoked unless the annual renewal is received within 30 days after the notice was mailed.

Foreign Limited Liability Companies:
If a Minnesota limited liability company does not file a renewal the Secretary of State will revoke its authority to do business in Minnesota without further notice.

If you just don’t file a annual report, do you lose your authority to do business in Minnesota?

Foreign Corporations:

If a foreign corporation does not file the annual renewal by December 31st, the SOS will mail notice that the renewal is delinquent. The corporation has 30 days from the date the notice is mailed to submit renewal and fees. After 30 days, the SOS will revoke the foreign corporation’s authority to do business in Minnesota.

Foreign LLCs:

The annual renewal is due every December 31st. If you don’t file the annual renewal when it is due, the SOS will revoke your LLC’s registration almost immediately. Administrative dissolution will take place shortly after January 1st of the following year.

What are the late fees and penalties to re-register a foreign business in Minnesota?

Foreign LLCs just have to file one annual renewal with a $25 reinstatement fee with the SOS to re-register after forfeiture.

Foreign corporations have to pay a $300 reinstatement fee, $115 for the current year’s annual renewal, AND any past due annual registration fees ($115 each) payable to the Minnesota Secretary of State.

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?

When the entity files the withdrawal, they must designate an address where service of process should be forwarded. Process received by the SOS will be forwarded after you file the application for withdrawal.

Make Northwest your registered agent, and get access to all the cancellation and withdrawal forms in your online account immediately. We even have templates we’ve custom written to aid in the cancellation procedure. We’ll help you with your withdrawal because we want happy clients, even if they need to cancel service with us. We understand you needing to quit your registration with a state, and the anxiety of getting it done correctly the first time. We want our clients to be happy enough with our information and services that they refer their friends to Northwest. If you’d like to work with our friendly and supportive registered agent staff, you can see more about any state below and sign up for immediate service as well.