How to withdraw your foreign North Dakota limited liability company or North Dakota corporation certificate of authority:
Limited liability company registered in North Dakota:
File a Certificate of Withdrawal Foreign Limited Liability Company Application form with the North Dakota Secretary of State (SOS).
Corporation registered in North Dakota:
Submit the form, Certificate of Withdrawal Foreign corporation Application to the SOS.
North Dakota allows filing in person, by mail, or by fax.
Both withdrawal forms include a credit card payment authorization section that must be completed if you are paying by credit card.
North Dakota SOS accepts VISA, Master Card, or Discover.
The SOS accepts only credit card payment if you file by fax. If you file in person or by mail, you may pay by check.
How much does it cost to cancel your out of state registration with North Dakota?
There is a $20 filing fee to withdraw your corporation or LLC from North Dakota.
Do you need North Dakota Tax Commissioner clearance first?
You don't need to get a tax clearance from the North Dakota Tax commissioner. However, the SOS will ask for fees or other information if you have any past due statements that we were unable to collect on or for filings that should have been filed and weren't completed.
How long does it take the state to process the withdrawal filing?
Most withdrawals can be processed by the SOS in about 30 days.
North Dakota SOS does not offer expedited processing.
What agency do you need to file the withdrawal with?
Submit withdrawal documents to:
Secretary of State
State of North Dakota
600 E Boulevard Ave, Dept. 108
PO Box 5513
Bismarck, ND 58506-5513
Fax: (701) 328-2992
Phone: (701) 328-4284
What happens if you don't file a withdrawal and just let your annual report filings go unfiled?
If a foreign corporation does not file an annual report the corporation will lose its good standing after 3 months. The SOS will then give the foreign corporation notice that it may revoke the corporate charter or authority. If the foreign corporation files its annual report, filing fee and penalty fee after the notice is then the SOS will restore its good standing.
If your foreign LLC in North Dakota does not file an annual report by November 16 of any year, the SOS will notify the LLC that it is no longer in good standing. If the LLC does not file the report, fee, and penalty fee, the SOS will revoke the LLCs registration in North Dakota.
North Dakota SOS will not accept documents for filing from an entity in revoked status. You must file any documents and fees due before you can file for withdrawal. A business that is behind on fees can still file if it has not yet been revoked by the SOS.
If you just don't file an annual report, how long before you lose your certificate of authority?
The North Dakota SOS will revoke your foreign corporation's authority one year after the delinquent annual report was due.
The SOS will revoke your foreign LLCs registration six months after the annual report was due.
What are the late fees and penalties to re-register if your registration is forfeited?
A foreign corporation can reinstate its certificate of authority within one year of revocation. You must file the past due annual report and $85 fee. You must also pay a reinstatement fee of $135.
You may also reinstate your foreign LLC within one year of revocation. You would have to file the past due annual report with the $100 fee and pay a reinstatement fee of $125.
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, the Secretary of State is appointed the registered agent.
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