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How To Withdraw A Foreign Kansas LLC Or Corporation

 

Kansas Secretary of State Certificate of Authority Cancellation Requirements & Instructions

Kansas Secretary of State (SOS) allows businesses to file documents in person, by mail, online or, by fax (an additional $20 fee applies to fax filings).

To withdraw your foreign corporation or LLC from Kansas by filing electronically on the Kansas.gov Business Center website, first go to the Kansas SOS website and click on “Business Filing Center.” Then you can choose to file the withdrawal.  You will need the business entity name and/or business entity I.D. number from the SOS. You can pay for online filing by credit card or checking account.

If you choose not to file online, the forms you need are available on the Kansas SOS website or in your client account when you sign up for resident agent service with Northwest.  To withdraw your foreign corporation registered in Kansas, submit the form, Foreign Corporation Certificate of Withdrawal to the Kansas SOS.

Foreign Kansas LLC and Corporation Withdrawal FAQ

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

There is a $35 filing fee to withdraw your Corporation or LLC from Kansas. It only costs $30 if you file the withdrawal online.

Do you need a Kansas Department of Revenue clearance first?

Kansas does not require tax clearance prior to withdrawal. However, if you have past due annual reports, you will have to file them before the SOS will allow you to withdraw your corporation or LLC from Kansas.

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

Most withdrawals can be processed by the SOS in 2-3 business days.

Kansas SOS processes online filings immediately.

What agency do you need to file the withdrawal with?

Submit withdrawal documents to:

Kansas Office of the Secretary of State Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
Phone: (785) 296-4564
Fax: (785) 296-4570

Submit one original for filing.  After processing, it will be mailed to the corporation or LLC.

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

If a foreign business entity does not file its annual report, the SOS imposes an $85 penalty.  Then the SOS will notify the business by mail, (within 60 days after the date the annual report and fee were due) that its authority to do business in Kansas will be forfeited unless the annual report and fee are submitted within 90 days from the date the report and fee were due.

If a foreign business does not file the annual report and fees, the SOS will not process a withdrawal.  If the foreign entity has forfeited its registration, it must reinstate before it will be allowed to withdraw.

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

If a foreign entity does not file the annual report or pay the fee within 90 days from the due date forfeits its right or authority to do business in Kansas. If that happens, secretary of state will publish notice of the forfeiture in the Kansas Register, the official state newspaper.

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

The corporation or LLC must pay an $85 penalty, a $35 reinstatement filing fee and any past due annual fees to be reinstated.

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 foreign corporation or LLC files the withdrawal, the appointment of the resident agent is revoked. The entity is deemed to consent that service of process based upon any cause of action arising in Kansas during the time the corporation was authorized to transact business there, may be serviced on the secretary of state.  The entity must list an address to which the Secretary of State may mail any process that is served upon the SOS.

If a corporation or LLC is administratively revoked or dissolves on its own, the resident agent’s appointment is not revoked immediately.  So, an agent may have to continue to accept service on the business’s behalf.  Businesses have a winding up period where the business continues for the purpose of resolving affairs, including settling suits. For corporations, this is a three year statutory period.

Learn more about Kansas registered agent resignation process.

 

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