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Surrender Non Profits

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

When a business entity is closing its operations, steps must be taken to remove the entity from the tax and public records.

In the event that a foreign corporation holding a Certificate of Authority desires to withdraw from any state, it is required to file an Application for Certificate of Withdrawal.

The dissolution/cancellation/withdraw will be considered effective when all information, payments and, in the case of for-profit corporations, tax clearance certificates have been received. If you have any questions concerning the tax clearance certificate or the resolution of tax issues, please call the Tax Department in your state. 

Consequences of Not Dissolving a Corporation
When a corporation has ceased doing business and the corporate charter is no longer desired, it is essential that the corporation be dissolved with the state Corporation Division of Revenue to avoid future Corporation Business tax, penalty, and interest. Failure to dissolve the corporation when the corporation has ceased doing business will result in the legal requirement to continue to file Corporation Business Tax returns with the necessary remittance of the minimum tax.

The dissolution shall be considered filed and effective as of the date the Corporation Division receives the properly completed and executed articles of dissolution, payment of all fees, and notice of Tax Clearance from the Division of Taxation. All business tax eligibilities for the corporation will be ended as of the date the request for dissolution is received and accepted by the Corporation Division. However, prior tax liabilities will still apply. Please note that if the corporation does not resolve prior tax liabilities and a Tax Clearance Certificate is not issued the business tax eligibilities will be reversed as if there was no lapse in subjectivity.

A domestic or foreign filing entity is required to continuously maintain a registered agent and registered office in most states. Failure to do so may result in the involuntary termination of a domestic filing entity or in the revocation of a foreign filing entity’s registration. Therefore, it is important that an entity file a statement of change of registered agent and/or registered office with the secretary of state to keep the name of the registered agent and the registered office address current.

In order to remove us as your Registered Agent, you must contact the State Corporation Division.  This is a legal appointment and cannot be cancelled by calling or emailing the Registered Agent.  The Corporation/LLC must submit Articles of Dissolution, Articles of Withdrawal, or a Registered Agent Change form with the Corporation Division to remove the Registered Agent as the listed agent.

An administratively dissolved Corporation/LLC or a Corporation/LLC in default or revoked status, continues it's corporate existence but may not carry on any business in the state.  The Administrative Dissolution of a Corporation/LLC does not terminate the authority of it's Registered Agent. 

  • File all delinquent returns and pay all balances, including any penalties, fees, and interest.
  • File the final/current year return.
  • Check the applicable Final Return box on the return’s first page.
  • Write “final” at the top of the first page.
  • All returns remain subject to audit until the statute of limitations expires.
  • Cease doing or transacting business in California after the final taxable year.

Exceptions:

  • Corporations that request voluntary dissolution.
  • Corporations that we administratively dissolve or surrender.