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How to Withdraw a Foreign Corporation or LLC

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If you expanded your business into another state but wish to to stop business operations there, you can withdraw or cancel your foreign (out-of-state) business registration.

Check out the guide below to learn about withdrawing a foreign LLC or corporation. Prefer to skip to detailed information for an individual state? Choose your state from the drop-down below:

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Withdrawing a Foreign Corporation or LLC


What does it mean to withdraw a foreign business?

When companies do business out-of-state, they’re considered “foreign businesses.” To legally conduct business in another state, foreign businesses have to register with the new state (a process called foreign qualification).

Later on, if you decide to stop engaging in business in a particular state, you can withdraw your foreign business registration. Essentially, you “unregister” as a foreign business.


Why withdraw a foreign business registration?

Maintaining a foreign corporation or LLC isn’t free. Out-of-state businesses are required to file any annual or periodic reports and pay any franchise taxes or other state compliance fees.

Once you stop engaging in business in a particular state, it doesn’t make much sense to keep paying state fees. However, your obligations don’t go away simply because you cease doing business. You have to formally withdraw your business from the state. If not, you can rack up fees and penalties, lose your good standing, and lose your authorization to do business.


Foreign business withdrawal or dissolution?

Sometimes there’s confusion between business withdrawal and dissolution. Dissolution is the process domestic businesses use to close their companies in their state of organization or incorporation. Withdrawal is the process foreign businesses use to cancel their out-of-state registrations.

For example, if you formed your LLC in Connecticut and wanted to shut down your business, you would file for dissolution in Connecticut. If your Connecticut LLC also conducted business in New Jersey, you would need to file for withdrawal in New Jersey as well.


How do I withdraw a foreign business registration?

Withdrawing a foreign LLC or corporation typically involves filing a withdrawal application and paying a filing fee. Fees vary widely. For instance, it’s only $10 to withdraw an LLC or corporation in Iowa but $100 in Alabama. Some states have additional requirements as well. For instance, Utah requires clearance from the Utah Department of Revenue.

Looking for your state’s requirements? Select your state from the drop-down at the top of this page.

Need more resources or services?

We offer business formation and registered agent services in every state, as well as a wide variety of other services, including foreign qualification and annual report filings.

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