How To Withdraw A Foreign West Virginia LLC Or Corporation
West Virginia Secretary of State Certificate of Authority Cancellation Requirements and Instructions
If you want to quit your foreign registration in West Virginia, you have to withdraw or cancel with the state. You will submit one original cancellation/withdrawal form to the West Virginia Secretary of State, Business Division (SOS). Submit two if you would like the SOS to return a file stamped copy to you. The forms are in your online account when you sign up for registered agent service with Northwest. They are also available on the SOS website. You don’t have to use SOS forms. You can draft your own. You don’t have to have original signatures on your withdrawal document.
To cancel your foreign LLCs authority in West Virginia, submit a Certificate of Cancellation of Authority of a Foreign Limited Liability Company.
To withdraw your foreign corporation from West Virginia, file an Application for Certificate of Withdrawal from Certificate of Authority.
You can file the withdrawal by fax, mail, or in person. Pay your filing fees by check, money order, or credit card. If you file in person, you can pay in cash. Make checks payable to “West Virginia Secretary of State.”
Foreign West Virginia LLC or Corporation Withdrawal FAQ
How much does it cost to cancel your out of state registration with West Virginia?
There is a $25 filing fee to cancel your West Virginia Limited Liability Company. There is a $15 filing fee to withdraw your West Virginia Corporation.
Do you need a West Virginia Department of Revenue clearance first?
No but you should contact the State Tax Department and the Department of Employment Security to confirm that all of your taxes and liabilities are up to date.
After you apply for withdrawal, the SOS will request clearances from the West Virginia Tax Department, Employers Coverage Unit, and Department of Employment Security. You will only get your certificate of withdrawal after the SOS has received all the clearances. This can take a long time if you have unpaid obligations. You are liable for taxes, fees, and penalties until the clearances can be obtained.
How do I get the West Virginia state agency clearances?
Foreign corporations need clearances to withdraw from West Virginia. You do not have to request the clearances for your corporation. The Secretary of State’s office will obtain the clearances from the agencies.
How long does it take the state to process the withdrawal filing?
West Virginia SOS processes withdrawals within 24-48 hours. If you submit documents in person, SOS will process them immediately. There is no SOS expedited service option.
SOS won’t issue your corporation a certificate of withdrawal until it receives clearances from other state agencies. If you are delinquent, it can greatly affect the processing time for your withdrawal.
Can you revoke the withdrawal of your foreign corporation or LLC?
Yes, you just file West Virginia form Articles of Revocation of a Withdrawal of a Foreign Corporation within 120 days of its effective date. You have to include a copy of your application for withdrawal when you submit the revocation. There is a $15 filing fee for articles of revocation of withdrawal.
A foreign LLC cannot revoke its withdrawal from West Virginia.
What agency do you need to file the withdrawal with?
Submit your withdrawal or cancellation documents to:
West Virginia Secretary of State
1900 Kanawha Blvd E.
Bldg 1, Suite 157-K
Charleston, WV 25305
Phone: (304) 558-8000
Fax: (304) 558-8381
What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?
If you do not file the annual report and/or pay the fee, you may face penalties as well as the possible revocation of your foreign West Virginia corporation or LLCs certificate of authority. If the SOS receives your annual report by the due date, the annual report costs $25 to file. If it is received after the due date, it will cost $125.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
If your foreign corporation or LLC does not file an annual report within 60 days of when it is due, the SOS will send you notice that you are delinquent. If you still don’t file the report and pay the fee within 60 days after you are served with notice, the SOS will revoke your certificate of authority.
Can I reinstate my foreign corporation or LLC if it has been administratively revoked by the West Virginia SOS?
If your foreign authority in West Virginia is revoked, and you want to continue to do business there, you can reinstate.
Reinstate a Foreign Corporation:
A foreign corporation that has been administratively revoked has a two year window to apply to the West Virginia Secretary of State for reinstatement. If a foreign corporation applies for reinstatement within two years of revocation, then it doesn’t need to apply for a new certificate of authority. You would file one original West Virginia Application for Reinstatement of a Revoked or Administratively Dissolved Corporation. You will need to get a letter of good standing from the West Virginia Tax Department and pay all your past and present fees.
Reinstate a Foreign LLC:
A foreign LLC that has been administratively revoked can apply for reinstatement within two years after the effective date of revocation. You would have to file one original West Virginia Application for Reinstatement of a Revoked or Administratively Dissolved Limited Liability Company. You will have to make sure you pay all your past and present fees. Include a letter of good standing from the West Virginia Tax Department and pay all your past and present fees.
How do I get a Certificate of Good Standing from the West Virginia Tax Department?
You can get a Certificate of Good Standing Request Form on the West Virginia Tax Department website (see link below). It is also in your online account when you sign up for registered agent service with Northwest.
Fax or mail the completed form to the West Virginia Tax Department.
They will either mail or fax the tax clearance to you, not the Secretary of State.
Submit the certificate of good standing to the SOS with your reinstatement application.
Administrative Support Unit
WV State Tax Department
Internal Auditing Division
1001 Lee Street East
Charleston, WV 25301
Phone: (304) 558-0678
Fax: (304) 558-8643
What are the late fees and penalties to re-register if your West Virginia registration is forfeited?
Reinstatement application – $25
Delinquent fee – $100
Annual reports – $25 each
How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal?
When the corporation or LLC files a certificate of withdrawal or cancellation, they revoke the authority of their registered agent. After that, the registered agent no longer has to accept service of process for the business.
Learn more about how to resign as a registered agent in West Virginia.