Withdrawing Your Business Registration in the United States 

When a foreign corporation or limited liability company (LLC) wishes to do business in any U.S. state, the entity is required to file an application for authority to transact business with the Secretary of State and pay a qualification fee in order to begin doing business in the state.  Once an entity is qualified to do business in the foreign state, they are generally required to file an annual report and pay all required franchise taxes to the state tax department in order to remain in good standing with the state. If an entity fails to file a required annual report or pay any outstanding taxes the state of registration may administratively revoke the entities authority to do business.  Once an entities authority to do business is administratively revoked, it can be very costly to have the company re-instated.

When a corporation or LLC decides that it no longer wishes to be registered to do business in a state, the company should voluntarily withdraw from doing business in order to avoid being administratively revoked by the state of registration.  Each U.S. State has its own specific set of requirements for a business wishing to withdraw from the state.  However, the procedure to withdraw in general requires the corporation or LLC to first file any outstanding annual reports and pay all outstanding taxes due.  Once these documents have been filed, the company will then need to file an application to withdraw from doing business in the state. 

The most immediate advantages to un-registering your corporation or LLC is that the business will no longer be submitting itself to personal jurisdiction in the state where registered and will no longer be required to file an annual report and pay annual taxes.  However, when withdrawing, many states require that the entity name the Secretary of State as its agent to receive service of process and provide a forwarding address for any suits that arose while the entity was registered to do business with the state. 

For more information on the un-registration process for businesses in the U.S., please do not hesitate to contact us at

Chalos & Co, P.C.
International Law Firm

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