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How To Withdraw A Foreign Indiana LLC Or Corporation

 

Indiana Secretary of State Certificate of Authority Cancellation Requirements & Instructions

Foreign LLC registered in Indiana:

To withdraw or cancel your foreign LLC in Indiana, fill out and send one original and two copies of Form 49461, Application for Certificate of Withdrawal of a Foreign Limited Liability Company, along with the filing fee, to the Secretary of State, Corporations Division (SOS). The application for withdrawal is not available for online filing.

Foreign corporation registered in Indiana:

To withdraw or cancel your foreign corporation in Indiana, provide one original and one copy of Form 39077, Application for Certificate of Withdrawal of a Foreign Corporation, along with the filing fee, to the Indiana Secretary of State. The Application for Withdrawal can’t be filed online.

Submit your documents to the Indiana Secretary of State by mail, express mail, or in person. Include a check or money order payable to the Secretary of State.

Foreign Indiana LLC or Corporation Withdrawal FAQ

How much does it cost to cancel an out of state registration with Indiana?

Limited Liability Company withdrawal filing fee: $30
Corporation withdrawal filing fee: $30

Do you need an Indiana Department of Revenue clearance first?

Withdrawal of a foreign corporation or LLC does not require a tax clearance certificate from the Indiana Department of Revenue.

What agency do you need to file the withdrawal with?

File your withdrawal with the Indiana Secretary of State, Corporations Division.

Submit withdrawal documents to:

302 W. Washington Street, E-018
Indianapolis, Indiana 46204
(317) 232-6576

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

Foreign Corporations:
If an Indiana foreign corporation does not file its biennial report within 60 days after the due date, the Indiana Secretary of State will begin the process of revoking the corporations certificate of authority to do business in Indiana.

Foreign LLCs:
If an Indiana foreign LLC does not file its biennial report within 60 days of the due date, Indiana SOS will begin proceedings to revoke the LLCs certificate of authority.

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

Foreign Corporations:
When the corporation has not filed the biennial report within 60 days of the due date, the SOS will notify the corporation that it has grounds to revoke the corporation. The corporation then has 60 days from the date of notice to submit the biennial report. If it does not file the report, the corporations authority to do business in Indiana is revoked.

Foreign LLCs:
If a foreign LLC does not submit its biennial report to the SOS within 60 days of the due date, the SOS will notify the LLC that due to the delinquency, the LLC is at risk of having its authority revoked. If the LLC does not submit the biennial report to the SOS within 60 days of the notice, its authority to do business in Indiana will be revoked by the SOS.

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

If a foreign corporation or LLC was revoked for failing to file biennial Indiana Business Entity Reports and wants to continue its business in Indiana, it has to complete the reinstatement packet for foreign entities. The reinstatement packet is available on the SOS website or in your online account when you sign up for registered agent service with Northwest. Foreign business entities have to obtain a Certificate of Clearance from the Department of Revenue as well as a Certificate of Good Standing from the State where the business was formed. The revoked corporation or LLC will have to file those documents along with a new Application for Authority, and a current Business Entity Report to reinstate the business.

The business has to pay:

  • Past due biennial report fees: $30 per year
  • Application for a new certificate of authority fee: $90
  • Home state certificate of good standing fee: varies

If your foreign business is administratively revoked by the SOS, your name is protected for 120 days following revocation.

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 a business withdraws its authority to do business in Indiana, it also withdraws the authority of its registered agent to accept service of process on its behalf. By filing the application for withdrawal, the business appoints the SOS as it agent for service of process. The withdrawing business has to provide an address where process can be forwarded.

If you would like to resign as Indiana registered agent for a foreign entity, you need to make the appropriate filing with the state.

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