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How To Withdraw A Foreign Kentucky LLC Or Corporation

Kentucky Secretary of State Certificate of Authority Cancellation Requirements & Instructions

If a foreign corporation or foreign LLC registered in Kentucky no longer wants to do business there, it can apply to withdraw its registration in the state.  To do so, the corporation or LLC would submit a Certificate of Withdrawal, and an exact copy, to the Kentucky Secretary of State (SOS) by mail or in person. The withdrawal form is available in your online account when you sign up for registered agent service with Northwest or on the Secretary of State’s website. If the SOS forms do not meet your needs, you may not attach additional documentation. Kentucky SOS will allow you to draft your own Certificate of Withdrawal.

You can pay filing fees by cash, check, and debit or credit. Make checks payable to “Kentucky State Treasurer.”

Foreign Kentucky LLC or Corporation Withdrawal FAQ

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

Application for Certificate of Withdrawal: $40

Do you need a Kentucky Department of Revenue clearance first?

No, Kentucky SOS does not require tax clearance for withdrawing foreign Kentucky limited liability companies.

You may also need to learn about Kentucky registered agent resignation to complete your withdraw.

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

Kentucky SOS begins processing documents the day they are received, but it can take up to three business days to complete the filing.

What agency do you need to file the withdrawal with?

You will submit your Certificate of Withdrawal to the Kentucky Secretary of State: Division of Corporations.

Mail documents for filing to:
Elaine N. Walker
Office of the Secretary of State
PO Box 718
Frankfort, KY 40602-0718

Deliver documents between 8 am and 4:30 pm:
Room 154, Capital Building
700 Capital Avenue
Frankfort, KY 40601

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

All foreign corporations and LLCs registered in Kentucky are required to file annual reports with the Kentucky Secretary of State. If you don’t file your annual reports, your business will be listed in bad standing by the SOS. If you do still do not file the report, your authority to do business in Kentucky may be revoked.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If you haven’t filed your annual report on the due date, Kentucky SOS will place your corporation or LLC in bad standing and send a notice to file the report within 60 days. If your report is not received within the 60 days, your certificate of authority is revoked.

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

If your foreign corporation or LLC was revoked, you have to re-qualify by filing a foreign business entity Certificate of Authority with the SOS. There is a $90 filing fee for a new Kentucky certificate of authority.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal?

When the corporation or LLC files the Certificate of Withdrawal, it revokes the authority of its registered agent to accept service of process for it.  From that time, it appoints the Kentucky Secretary of State as its agent for service.

Kentucky SOS forms:

Kentucky SOS Business Filing Forms Library

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