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How to withdraw a foreign North Carolina LLC or corporation business with the Secretary of State

We’re Just Not Annoying®

NORTH CAROLINA SECRETARY OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

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

To withdraw a foreign corporation or LLC registered in North Carolina, you just have to file the appropriate form with the North Carolina Secretary of State, Corporations Division (SOS). You can submit the form to the North Carolina SOS by mail, in person, or online.

Corporations – file form BE-08, Application for Certificate of Withdrawal
LLCs – file form L-14, Application for Certificate of Withdrawal of Limited Liability Company

Withdrawal forms are available on the North Carolina SOS Corporations Division website (see link below) or in your Northwest online account. You are not required to use the forms provided by the SOS, you may draft your own application for withdrawal. You are not required to have original signatures on the application for withdrawal.

Include a Coversheet for Corporate Filings with your filing. The coversheet is only required for over the counter filings but it is a good idea so that you can choose your method of return and request expedited processing. The North Carolina SOS accepts cash, certified checks, money orders, business or personal checks with an address and telephone number. Please make checks payable to North Carolina Secretary of State. The SOS does accept credit cards for online filings.

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

The filing fee to withdraw a foreign corporation registered in North Carolina is $25.
The filing fee to withdraw a foreign LLC registered in North Carolina is $10.

Do you need a North Carolina Department of Revenue clearance first?

No. You do not need a Department of Revenue clearance to withdraw a foreign corporation or LLC from North Carolina.

You may need to learn more about a North Carolina registered agent resignation.

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

Regular North Carolina SOS processing is completed in seven to ten business days. Online filings are usually done in about 3-5 days.

Same day expedited processing will cost an additional $200 and is available for documents submitted to the SOS before noon. 24 hour expedited processing is also available and costs $100. Allow extra time on weekends and holidays.

What North Carolina Agency do I submit my withdrawal/cancellation documents to?

North Carolina Secretary of State
Corporations Division

Mailing:
PO BOX 29622
Raleigh, NC 27626-0622

Physical:
2 South Salisbury Street
Raleigh, NC 27601-2903

Phone: (919) 807-2225
Fax: (919) 807-2039

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

If a foreign corporation or LLC registered in North Carolina does not file its annual report on time, the SOS will administratively revoke the entity’s authority to do business.

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

If a foreign business entity is late filing the North Carolina annual report, you will receive a Notice of Grounds for Administrative Revocation. You have 60 days from the time the notice was mailed to correct the grounds for revocation (file the report, pay the fee, appoint a registered agent, etc). If the entity does not remedy the grounds for revocation, the North Carolina SOS will revoke its authority.

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

You will need to file a new Application for Certificate of Authority to re-register a foreign corporation or LLC that has been revoked by the North Carolina SOS. The filing fee for a Certificate of Authority is $250. You will need to submit an original Good Standing Certificate from your home state and one North Carolina annual report form with fees ($25 for corporations and $200 for LLCs).

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?

Foreign corporations and LLCs revoke the authority of the North Carolina registered agent by filing an application for withdrawal. After the foreign entity has withdrawn, the registered agent does not have to accept service of process for that entity.

North Carolina Secretary of State:

http://www.secretary.state.nc.us/corporations/thepage.aspx

Corporate Compliance
by Local Corporate Guides®