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How to withdraw a foreign New York LLC or corporation business with the Department of State

We’re Just Not Annoying®

NEW YORK DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

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

There are two ways to withdraw or cancel your foreign corporation or LLC in New York. The type of filing depends on the status of your entity in the state where you incorporated or organized.

Foreign LLC authorized to do business in New York:

If your foreign LLC is currently in good standing and will remain in existence in its home state, you provide the completed Certificate of Surrender of Authority form to the New York Department of State by mail, fax or in person, along with the filing fee.The authority of the foreign limited liability company shall terminate upon the filing of a Certificate of Surrender of Authority form according to New York’s Limited Liability Company Law.

If your foreign limited liability company in New York has been dissolved, merged out of existence or had its authority to conduct its business terminated in its home state, you have to file the documentation (certificate of dissolution, etc.) with the New York State Department of State. Attach the home state dissolution to the cover sheet and include the filing fee. The cover sheet can be found at the foreign LLC link below.

Foreign Corporation registered in New York:

If your foreign corporation is currently in good standing and will remain in existence in its home state, you provide the completed Certificate of Surrender of Authority form to the Department of State by mail, fax or in person with the filing fee.The authority of the foreign corporation shall terminate upon the filing of a Certificate of Surrender of Authority form. The Certificate of Surrender of Authority requires the consent of the New York State Department of Taxation and Finance be attached in duplicate to the certificate of surrender.

If your foreign corporation has been dissolved, merged out of existence or had its authority canceled in its jurisdiction of incorporation, you file documentation proving the home-state termination (certificate of dissolution, etc.) with the New York State Department of State. Attach the cover sheet and filing fee. Find the cover sheet at the Foreign Corporation forms link below.

The New York Department of State accepts cash, check, money order, MasterCard, Visa and American Express. If you mail the certificate of surrender, don’t include cash for payment. Checks should be payable to “Department of State.” If you pay by credit or debit card, include a Credit Card/Debit Card Authorization Form. Faxed documents must include credit or debit card authorization.

If you request expedited service, you must include separate payment. Include an additional check or money order. If you pay by credit card, indicate the level of service requested in the space provided on the Credit Card/Debit Card Authorization Form.

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

To surrender your authority or terminate the existence of your foreign New York Corporation or LLC there is a $60 filing fee required.

For 24 hour expedited processingit is an additional $25 fee. For same day expedited processingit is an additional $75 fee. For 2 hour expedited processingit is an additional $150 fee. (Note: To request expedited processing you submit a separate, non-refundable fee and write on the envelope “Expedited Processing”)

Do you need an New York Department of Taxation clearance first?

Corporations require official consent to withdraw from the New York State Department of Taxation and Finance (DTF), but limited liability companies do not.
Written consent from the New York State Department of Taxation and Finance must be attached to the Certificate of Surrender when it is submitted to the Department of State. You can get the consent to surrender authority by filing a final tax return with the DTF. If you check the “Final” box on the form, the DTF will check the status of the corporation. If the account is up to date, the DTF will issue the written consent to surrender authority. If the corporation has unpaid taxes, the department will send the corporation a letter explaining what taxes/returns are outstanding. If you have questions, call the DTF’s Corporate Dissolution Unit at (518) 485-2639 or visit the New York State Department of Taxation and Finance website (see link below).

New York State Department of Taxation and Finance
Corporation Tax Dissolution Unit Building 8, Room 958
W.A. Harriman Campus Albany, NY 12227

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

New York Department of State takes approximately seven business days to process documents.

Requests for 24 hour expedited processing may be submitted between 9 and 4.

Same day processing is available for hand delivered or faxed documents received before noon. Two hour expedited processing is available for documents delivered in person or by fax by 2:30 pm.

Allow at least two weeks to receive your consent from the DTF. The tax department could take longer if you have franchise tax issues that need resolved.

You will receive confirmation of the filing by mail, only if specifically if requested, and upon paying the $5 copy of filed document fee; $10 for a certified copy.

Learn more about the NY registered agent resignation process.

What agency do you need to file the withdrawal with?

New York State Department of State
Division of Corporations
One Commerce Plaza 99 Washington Avenue
Albany, NY 12231
Phone: (518) 473-2492
Fax file: (518) 474-1418

The New York Department of State, Division of Corporations filing counter is open from 9:00-4:30 on weekdays.

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

Basically, nothing happens if you fail to file a biennial statement with the New York Department of State, except you are notified and listed as “Past Due.” There are no penalties associated with past due biennial statements.

However, New York Department of Taxation and Finance does charge penalties and interest on delinquent franchise tax payments. If the company files the Certificate of Surrender of Authority with the Department of state, it ends its obligation to file returns and pay future taxes and fees.

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

The New York Department of State has no penalties connected to delinquent biennial statements. They will notify you that you are delinquent after approximately 60 days and you will be listed as “Past Due.” New York Department of State no longer revokes certificates of authority.

Although the Department of State does not really enforce the reporting requirement, the foreign entity may still have to pay any franchise taxes to Department of Taxation and Finance. If an entity does not surrender its authority voluntarily and fails to file the appropriate returns for two or more years, the DTF will have the entity annulled by proclamation. Then the foreign entity is no longer authorized to do business in New York State.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

If you don’t file your biennial statement, you will receive a past due notice in the mail. That is the only action New York Department of State takes now for non filing of a biennial statement. However, any corporate franchise taxes, penalties and interest owing to the New York State Department of Taxation and Finance will continue to accrue until a Certificate of Surrender of Authority is filed or until the entity is annulled by proclamation.

If your authority is annulled by the DTF, it has essentially the same effect as a voluntary surrender, except that the foreign company will still owe taxes to the State of New York. You may reinstate an annulled foreign corporation by contacting the DTF and submitting the delinquent returns/fees. Once your account is up to date, DTF will send you a written consent to reinstate. Then you submit that to the New York Department of State with the filing fee.

How long does the registered agent have to accept process after the corporation or LLC withdraws?

The foreign corporation or LLC revokes the authority of its registered agent by filing the certificate of surrender with the New York Department of State. After the filing, the registered agent no longer has to accept service of process for the entity.

Corporate Compliance
by Local Corporate Guides®