How To Withdraw Your Foreign California LLC Or Corporation
In this guide to withdrawing a foreign LLC or corporation in California, we’ll explains what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else that you’ll need to know.
Steps to Withdraw Your Foreign California Business
To withdraw or cancel a foreign business entity, you have to file the appropriate form with the California Secretary of State (SOS). This guide shows you how it’s done.
What is a foreign California LLC or corporation?
When a business expands to another state, they’re called “foreign businesses” in their new state. To operate legally, the foreign business needs to register with the new state, in this case California. To do this, the business needs to complete a process called foreign qualification. Likewise, if the foreign LLC or corporation stops engaging in business in California, it can cancel the foreign registration filing by submitting paperwork to California’s Secretary of State (SOS).
How to withdraw a foreign California LLC?
To withdraw or cancel your foreign LLC in California, you must submit an Limited Liability Company Certificate of Cancellation form to California’s SOS.
How to withdraw a foreign California corporation?
To withdraw or cancel your foreign corporation in California, submit a completed Certificate of Surrender of Right to Transact Intrastate Business form to the Secretary of State.
How much does it cost to withdraw a foreign LLC or foreign corporation in California?
There is no fee to file online or by mail, but in person filers need to pay an additional $15 for a “special handling fee.” Online filers will need to create an account in order to withdraw online.
How do I file the withdrawal forms?
California accepts filings online, by mail, or in person.
In person:
Secretary of State
Business Programs Division – Business Entities
1500 11th Street
Sacramento, CA 95814
Mail:
Secretary of State
Business Entities Filings
P.O. Box 944260
Sacramento, CA 94244-2600
Online:
California Secretary of State
Foreign California LLC and Corporation Withdraw FAQ
Do you need a California Franchise Tax Board clearance first?
No. However, as part of your filing, you must state that a final tax return has been or will be filed with the California Franchise Tax Board.
How long does it take the state to process the withdrawal filing?
Processing times vary and are now around eight weeks. Current times are posted on the California SOS website (see link below).
You can choose 24 hour or same day expedited processing for an additional fee. Documents for same day processing must be submitted by 9:30 for a response by 4:00.
There is a section on the form where you can enter a return address so the SOS can send you a filed copy.
What happens if you don’t file a cancellation and just let your Statement of Information report filings go unfiled?
Foreign corporations must file a statement of information with the California SOS annually. LLCs are required to file a statement of information biennially.
If a foreign corporation or LLC does not file its California Statement of Information report when it is due, the SOS will mail the entity a written notice of pending forfeiture and assess a $250 penalty.
If you just don’t file the Statement of Information report, how long before you lose your authority to transact business in California?
A foreign entity has 60 days from the date on the notice of pending forfeiture to file the delinquent statement of information with the California SOS. If the corporation or
LLC does not respond to the notice within the 60 days, its business entity status will be suspended or forfeited.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
The late fees and penalties can be $250 or more. If you file your Statement of Information on the California Secretary of State website, you will be notified of the specific fees due for your business entity. If you were forfeited for failure to file a tax return and pay taxes, you will need to contact the California Franchise Tax Board for any taxes, penalties or interest due to their office.
Once your business status has been withdrawn, revival is no longer available. You would need to re-qualify in California.
The filing fee for a foreign LLC Application to Register is $70 The filing fee for a foreign Corporation Statement and Designation $100
You may also need to learn about the California registered agent resignation process.