Withdraw a Foreign Delaware LLC or Corporation
Northwest’s guide to withdrawing a foreign LLC or corporation in Delaware goes over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, the cost to withdraw your business, and everything else you’ll need to know.
Steps to Withdraw a Foreign Delaware Business
To withdraw your foreign LLC or corporation in Delaware, you’ll need to file withdrawal paperwork with Delaware’s Department of State. Here’s how to do it.
What is a foreign Delaware business?
When companies expand their business to a new state, they’re called “foreign businesses” in their new state. To operate legally, the business needs to register with the new state by completing a process called foreign qualification. Later, if the business stops operating in its “foreign” state, it can withdraw the business by cancelling its foreign registration.
How do I cancel a foreign LLC in Delaware?
To cancel your foreign LLC in Delaware, you’ll need to complete and submit a Certificate of Cancellation of a Foreign Limited Liability Company form to Delaware’s Department of State. The certificate costs $200 to file.
How do I cancel a foreign corporation in Delaware?
To cancel your foreign corporation in Delaware, complete and submit a Foreign Corporation Certificate of Withdrawal form to Delaware’s Department of State. The certificate costs $175 to file.
How do I file the withdrawal forms with Delaware’s Department of State?
You can file your Delaware paperwork online (via Document Upload), in person, or by mail. Online document uploads must be submitted during business hours (7:45am-11:59pm EST weekdays, minus Fridays when filings close at 10:30pm).
Mail and in person:
Division of Corporations
John G. Townsend Bldg.
401 Federal Street
Suite 4
Dover, DE 19901
Note: In person filings are by appointment only. Call 302-739-3077 to schedule your appointment.
Foreign Delaware LLC and Corporation Withdrawal FAQ
How much does it cost to cancel your out of state registration with Delaware?
- To cancel your foreign Limited Liability Company in Delaware, there is a $200 filing fee required.
- To withdraw your foreign Delaware Corporation, the filing fee is $175.
Contact the Delaware Department of State, Franchise Tax Section concerning any taxes due at the time of withdrawing your business. A check for any tax payment due must accompany the Certificate and filing fee.
You may request expedited processing for an additional $1,000 for one-hour service, $500 for two hour service, $200 for same day service, or within 24 working hours for an additional $100 fee.
Do you need a Delaware Department of Revenue clearance first?
No. The Delaware Department of State collects all corporate franchise taxes.
How long does it take the state to process the withdrawal filing?
Processing of the foreign withdrawal will take approximately two to three weeks. Expedited service is available in one hour, two hours, same day or 24 working hours depending on the service requested.
You will receive a confirmation copy of your filing by the return service you indicate on your filing cover memo.
What is the difference between withdrawal and dissolving a business?
To “withdrawal” a business generally refers to winding up business operations in a foreign jurisdiction. Domestic entities dissolve their affairs in the home state.
What happens if you don’t file a cancellation and just let your annual report filings go unfiled?
Around November 30 of each year, the Delaware Department of State will notify each business that has neglected to pay the franchise tax or has refused to file a complete annual franchise tax report, that the charter of the business shall become void unless such taxes and late penalties are paid by the date on the notice. Corporations are forfeited after one year and limited liability companies are given three years before the Department of State cancels their authority.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
Corporations have one year to pay your annual franchise tax and late penalties before you are revoked. LLCs have three years to bring themselves current or face forfeiture. The Delaware Department of State will mail a notice stating that your certificate of authority will be revoked if you do not respond. At that time if you are still delinquent, your certificate of authority to do business in Delaware will be considered void.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
There is a $125 late fee for failure to file your annual report and franchise tax when it was due. Interest will be charged at 1.5% per month on your total tax and penalties due.