Dissolution vs. Withdrawal: Closing a Foreign-Qualified LLC or Corporation

If your company only ever existed in one state, closing it takes one filing. If it was formed in one state and registered to do business in others, you have more than one registration to end, and each uses a different form.

Domestic vs. foreign: the two kinds of registration

Your company's domestic state is where it was formed. That's where its Articles of Organization (LLC) or Articles of Incorporation (corporation) were filed.

A foreign registration is created when the company registers to do business in another state, usually called foreign qualification or a certificate of authority. A Delaware LLC operating in Texas, for example, is a domestic Delaware LLC and a foreign LLC in Texas.

Dissolution ends the company

Dissolution is filed in the domestic state. It ends the company's legal existence. Depending on the state, the document is called Articles of Dissolution, a Certificate of Cancellation, a Certificate of Termination or similar.

Withdrawal ends a foreign registration

Withdrawal is filed in each state where the company is registered as a foreign entity. It ends the company's authority to do business there and stops that state's annual reports and fees. The company itself continues to exist in its home state. States call this a Certificate of Withdrawal, Application for Withdrawal, Certificate of Surrender or Cancellation of Registration.

Which filings do you need?

Closing the whole company: withdraw from each foreign state, then dissolve in the domestic state.
Stopping business in one state but keeping the company: withdraw from that state only.
Company only ever existed in one state: dissolve in that state. No withdrawal is needed.

Some states automatically end a foreign registration when they receive proof that the company has dissolved in its home state. Many don't, and will keep sending annual report notices until a withdrawal is filed.

What withdrawal usually requires

Requirements vary, but expect some combination of:

The company's legal name and the name it used in that state, if different
The domestic state and date of formation
A mailing address for future service of process
Current annual reports and fees in the foreign state
A tax clearance certificate in some states

Ordering withdrawal from us

In our order form, check "This is a Foreign Entity" and choose the state of foreign qualification. We'll prepare and file the withdrawal in that state within 1 business day. The price is the same: $49 plus that state's filing fee. If you're closing several registrations, place one order per state, or call us at (888) 484-2204.

This article is for general informational purposes only and is not legal or tax advice. Requirements vary by state; consult an attorney or tax professional about your situation.