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How to withdraw a foreign Wisconsin LLC or corporation business with the Department of Financial Institutions

We’re Just Not Annoying®

WISCONSIN DEPARTMENT OF FINANCIAL INSTITUTIONS WITHDRAWAL REQUIREMENTS AND INSTRUCTIONS

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

To withdraw your foreign corporation or LLC from Wisconsin, you must file the withdrawal application with the Department of Financial Institutions: Division of Corporate and Consumer Services (DFI).  Use of the DFI withdrawal form is mandatory. It is available on the DFI website or in your online account immediately, when you sign up for Wisconsin registered agent service with Northwest.

Corporations and LLCs should submit one original and one exact copy of the withdrawal application. DFI accepts delivery in person, by mail, or by commercial delivery.

Limited Liability Company registered in Wisconsin:
A foreign LLC may not withdraw from Wisconsin until it obtains a certificate of withdrawal. To get the certificate of withdrawal for your LLC, submit Wisconsin Form 524, Foreign Limited Liability Company – Withdrawal Application and the filing fee to the Department of Financial Services.

Corporation registered in Wisconsin:

To withdraw or cancel your foreign Wisconsin Corporation in Wisconsin, you provide the completed Form 24, Foreign Business Corporation – Withdrawal and Final Report Application, along with the filing fee, to the Wisconsin DFI. The application includes a Final Report form that requires the corporation to account for its assets and stock values.

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

There is a $40 filing fee to withdraw your foreign LLC from Wisconsin.
Processing may be expedited for an additional $25 fee.

Do you need a Wisconsin Department of Revenue clearance first?

You do not need a tax clearance certificate from the Wisconsin Department of Revenue to withdraw your foreign LLC or corporation from Wisconsin.

Wisconsin registered agent resignation may be necessary.

What agency do you need to file the withdrawal with?

File your application for withdrawal with the Department of Financial Institutions. Make checks for fees payable to the “Department of Financial Institutions.”

Department of Financial Institutions
Division of Corporate and Consumer Services
Corporate Section
Mailing Address:
PO Box 7846
Madison WI 53707
Express Mail Address:
345 W. Washington Avenue 3rd Floor
Madison WI 53703
Phone: 608-261-7577
Fax: 608-267-6813

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

Wisconsin requires that each foreign corporation and LLC deliver an annual report to the DFI. If a foreign corporation or LLC is no longer doing business in Wisconsin, it should withdraw. If a business does not file the annual report, the DFI will eventually revoke the certificate of authority to do business in Wisconsin.

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

If a foreign corporation or LLC does not file the annual report within four months after the date it was due, the DFI will notify the corporation of the delinquency and there is a 60 day window where the corporation can remedy it by filing the report and fee. After that, the DFI may revoke its certificate of authority to transact business in Wisconsin.

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

Foreign corporations registered in Wisconsin can only reinstate within the six months following revocation. They have to file a current annual report, any late report fees, and an application for a certificate of reinstatement. The filing fee for the certificate is $100. The filing fee for corporate annual reports is $40.  After six months, you could form a new corporation by filing for new registration (a $100 base filing fee).  But remember that there is no name protection after revocation so someone may take your corporate name if you wait.

Foreign LLCs have no window for reinstatement. Foreign LLCs that were revoked must apply for a new certificate of registration if they want to requalify to do business in Wisconsin. Filing for new registration of a foreign LLC costs $100.

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?

Once the corporation or LLC files for withdrawal, the registered agent is no longer required to accept service of process on their behalf. By filing for withdrawal, a business revokes the authority of its registered agent in Wisconsin. When a business withdraws from Wisconsin, it is required to provide a mailing address for future service of process.
Administrative revocation of a foreign business’s certificate of authority or registration does not automatically terminate the authority of the business’s registered agent in Wisconsin.

DFI forms:

http://wdfi.org/corporations/forms/

Corporate Compliance
by Local Corporate Guides®