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How to withdraw a foreign Michigan LLC or corporation business with the Department of Licensing and Regulatory Affairs

We’re Just Not Annoying®

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign Michigan Limited Liability Company or Michigan Corporation Certificate of Authority:

Foreign Limited Liability Company registered in Michigan:

To withdraw your foreign Michigan LLC in Michigan, you’ll complete and submit Form 761, Application for Certificate of Withdrawal, along with the filing fee, to the Michigan Department of Licensing and Regulatory Affairs (LARA) by mail or in person. The Application for Withdrawal is not available for online filing.

Foreign Corporation registered in Michigan:

To withdraw your foreign Michigan Corporation in Michigan, you provide the completed Form 561, Application for Certificate of Withdrawal, along with the filing fee, Michigan Department of Licensing and Regulatory Affairs (LARA) by mail or in person. The Application for Withdrawal is not available for online filing.

Filing instructions:

Use of LARA forms is optional. If you do draft your own withdrawal documents, you have to make sure you include all the necessary information.

Submit one original of the Application for Withdrawal by mail or walk in. If you submit documents by mail, include a check or money order for filing fees. Include the corporation name and identification number on the check or money order. If you walk documents into the office, you can also pay by VISA or MasterCard.

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

Withdrawal filing fee: $10

Expedited processing is available for an additional fee. If you need your documents processed in less than the standard ten days, fill out the Expedited Service Request form for each document.

24 hours – $100
Same day – $200
Two hour – $500
One hour – $1000

Do I need to get Michigan Department of Treasury clearance before LARA will accept my withdrawal?

All Michigan foreign LLCs that wish to withdraw from doing business in Michigan are supposed to get tax clearance. Within 60 days after submitting the Application for Withdrawal, the business should request a Tax Clearance Certificate from the Michigan Department of Treasury, Tax Clearance Division. When you get the Tax Clearance Certificate from the Department of Treasury, you are not required to submit a copy to LARA.

What if I don’t file the tax clearance request?

If you do not request a certificate, nothing terrible will happen.  There is no Michigan state agency that will come after you.  The tax clearance certificate is technically required after withdrawal, but that requirement is not enforced.

How do I get the Tax Clearance Certificate?

After you submit the Application for Withdrawal, you will request that the Michigan Department of Treasury conduct a review of your business tax account. The department will conduct an investigation to determine whether you have any outstanding taxes. If your taxes are current, the department will issue you your Tax Clearance Certificate.
To initiate the review and get your certificate, you’ll need to submit the Department of Treasury Form 501, Tax Clearance Request for Corporation Dissolution or Withdrawal.

To get the tax clearance request form:

  1. Call the Department of Treasury: Tax Clearance Unit at (517) 636-5260
  2. Visit the Department of Treasury website (see link below)
  3. The form is in your online account immediately when you sign up for registered agent service with Northwest

If you need to pay outstanding taxes, include a check payable to “State of Michigan.” Certified checks will accelerate processing. There is no fee to request a tax clearance certificate.

You will have to include a final tax return and Department of Treasury Form 508, Withdrawing Corporation Property and Tax Certificate along with the Tax Clearance Request.

It is important that you submit documents to the Tax Clearance Section of the Department of Treasury.  If you don’t address them properly, they could be delayed by months.

Tax Clearance Section
Michigan Department of Treasury
P.O. Box 30168
Lansing, MI 48909

What agency do you need to file the withdrawal with?

File your Application for Certificate of Withdrawal with the Michigan Department of Licensing and Regulatory Affairs.

By mail:
Michigan Department of Licensing and Regulatory Affairs
Bureau of Commercial Services
Corporation Division
P.O. Box 30054
Lansing, MI 48909

In person:
2501 Woodlake Circle
Okemos, MI

(517) 241-6470

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

Michigan requires that each foreign corporation and LLC deliver an annual report or statement to the LARA. There is no late filing penalty for LLCs, but if a corporation does not file, there is a $10 per month late fee.  That late fee is capped at $50 for each year that you are late or don’t file your reports.

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

If your foreign corporation doesn’t submit the annual report and pay the fee within one year of the report’s due date, LARA will automatically revoke the corporation’s certificate of authority.

If a foreign limited liability company doesn’t file an annual statement two years in a row, LARA will notify the company that it has 60 days to file the annual statements and fees it missed or the LLC will lose its good standing with the state. If an LLC registered in Michigan is not in good standing, it obviously can’t get a certificate of good standing  But it also loses its name protection and LARA will not accept any document submitted by the limited liability company for filing unless it is a certificate of restoration of good standing. A limited liability company that is not in good standing does still exist and can still do business in Michigan.

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

Foreign Corporations:

Certificate of Renewal of Corporate Existence – $10 filing fee
Annual reports – $25 each
Annual penalty – $50
Current year – $10 per month you are late; $50 max

Foreign LLCs:

Certificate of Restoration of Good Standing-$50
Annual statements-$25 each
Annual penalty-none
Current year-$25 if you file for restoration after February 15

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

Once the foreign corporation or LLC files for withdrawal, the resident agent is no longer required to accept service of process on their behalf. By filing for withdrawal, a corporation revokes the authority of its resident agent in Michigan.

The Michigan registered agent may resign from service by filing with the state.

Michigan LARA Corporations Division

Michigan Department of Treasury

Corporate Compliance
by Local Corporate Guides®