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How To Withdraw A Foreign Illinois LLC Or Corporation


Illinois Secretary of State Certificate of Withdrawal Requirements & Instructions

Foreign LLC registered in Illinois:

To cancel your foreign LLC in Illinois, you must complete and submit in duplicate the LLC-45.40, Application for Withdrawal form by mail or in person to the Illinois Secretary of State, with the filing fee. Include a duplicate copy also.

Foreign corporation registered in Illinois:

To withdraw your foreign corporation in Illinois, you must complete and submit BCA 13.45, Application for Withdrawal and Final Report form in duplicate, by mail or in person to the Illinois Secretary of State, with the filing fee.

Foreign Illinois LLC and Corporation Withdrawal FAQ

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

To withdraw your foreign limited liability company in Illinois, there is a $100 filing fee. If you wish to expedite the withdrawal, add $50 to the filing fee, but you must walk it in to either the Springfield or Chicago office.

You may need to also learn more about Illinois registered agent resignation to complete your withdrawal.

Do you need an Illinois Department of Revenue clearance first?

No. The Illinois Secretary of State handles corporate franchise taxes and they will make sure they are current before accepting a withdrawal.

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

Your withdrawal will be processed in seven to ten days.

What agency do you need to file the withdrawal with?

Illinois Secretary of State
Michael J. Howlett Bldg.
501 S. 2nd St., Rm 328 (Limited Liability Division is in Rm 351)
Springfield, IL 62756
(217) 782-6961, or

Illinois Secretary of State
69 W. Washington, Suite 1240
Chicago, IL 60602
(312) 793-3380

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

A Limited Liability Company will have its status with the Illinois Secretary of State listed as “Delinquent and Not in Good Standing” the day after its annual report was due and will be administratively revoked by the Illinois Secretary of State if it becomes six months delinquent with its annual report and fee. It is expensive to return to good standing and be reinstated in Illinois.

An Illinois Corporation will receive a Notice of Delinquency by U.S. Mail at its registered office informing the corporation that it has 90 days to correct its default, at which time the Secretary of State shall issue a certificate of dissolution or revocation. All Illinois Corporations, foreign and domestic, have an annual franchise tax that is due the same date as the annual report and fee, and payable to the Secretary of State.

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

You will lose your authority to do business as soon as your business is administratively revoked for not filing your annual report.

What are the late fees and penalties to re-register if your registration is forfeited?

For any LLC in Illinois, there is a $300 penalty for failure to file an annual report and pay the $75 annual report fee within 60 days after the due date, plus a $200 filing fee for the Reinstatement. Another $100 penalty is added every additional year.

To reinstate a foreign corporation in Illinois you have to call the Corporate Documents Office of the Illinois Secretary of State (217) 782-1837 with your foreign corporate file number and they will help you calculate your penalty, which relates to the amount of back franchise tax that you owe. Currently there is a 2% monthly interest rate on those back franchise taxes and penalty. The Application for Reinstatement requires a $200 filing fee.

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