Withdraw a Foreign Business in Florida

Steps to Withdraw a Foreign LLC or Corporation in Florida

To withdraw your foreign LLC or corporation in Florida, you’ll need to file official state paperwork with Florida’s Division of Corporations. Our guide shows you how it’s done.

What is a foreign Florida LLC or corporation?

A foreign Florida LLC or corporation refers to a limited liability company (LLC) or corporation that was formed outside of the state of Florida but is registered to do business within the state. In this context, “foreign” doesn’t refer to another country—it refers to a company that was incorporated or organized in a different state or jurisdiction, but is now seeking to operate in Florida.

To operate legally, the foreign business needs to register with the state of Florida. It does this by completing a process called foreign qualification. Likewise, if the business stops operating in Florida, it can withdraw or cancel its foreign registration.

How do I withdraw my foreign LLC or corporation in Florida?

Florida Foreign LLC’s file an Application for Withdrawal of Foreign LLC with the Florida Division of Corporations. This form is used to officially end your LLC’s ability to do business in Florida.

To withdraw or cancel your foreign corporation in Florida, you’ll need to complete and submit an Application by Foreign Corporation for Withdrawal of Authority to Transact Business or Conduct Affairs in Florida to the Florida Division of Corporations. This form is used to officially end your corporation’s ability to do business in Florida.

Foreign Florida LLC and Corporation Withdrawal FAQs

How do I file my Florida withdrawal application?

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

$25 for foreign LLCs, and $35 for foreign corporations.

How long will it take Florida to process my withdrawal filing?

Online processing takes about two to four business days. Mailed filings will take seven business days (plus time for mailing). Same-day processing is available for in person filings.

How will I receive notice that my foreign LLC or corporation has been withdrawn from Florida?

The state will mail a letter of acknowledgment and a certificate of status/withdrawal to you. You will also be able to print a copy directly from their website.

Do you need a Florida Department of Revenue clearance first?

No. But you may need to learn more about Florida registered agent resignation to complete the withdrawal.

Do I need to file an Annual Report before withdrawing my Florida foreign LLC?

There is no requirement to file a final Florida Annual Report before your LLC is withdrawn or cancelled.

What happens if you just let your Florida Annual Report go unfiled?

Florida law states that any Florida business entity has failed to file its annual report form as required is subject to administrative dissolution. If the entity is a foreign entity, its certificate of authority to transact business in Florida will be administratively revoked. Business entities may reinstate by filing a reinstatement application online and paying the applicable fees.

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

Florida will revoke the Certificate of Authority of a foreign entity if its annual report is not filed and the fee is not paid by 5pm on the third Friday in September. All annual reports are due on May 1st in Florida.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

There is a late fee of an additional $400 after May 1st, along with the annual $150 fee. If you decide to re-register after the third Friday of September (date of revocation), the reinstatement fee is $100 for LLCs and $600 for corporations. Once your business status has been revoked, you may reinstate your business at any time by filing a reinstatement online through the Florida Department of State website.

Must a registered agent accept service of process after a foreign business has withdrawn?

Once the foreign LLC or corporation files to withdraw, they revoke the authority of their registered agent. After that, the registered agent is no longer required to accept service of process. Learn more about how to resign as a registered agent in Florida.

What if I want to start a foreign LLC or foreign corporation in Florida?

We’ve got you! Our guides on how to form a foreign Florida LLC or a foreign Florida corporation are easy to follow.