Withdraw a Foreign Business in Maryland
In this guide to withdrawing a foreign LLC or corporation in Maryland, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.
Steps to Withdraw a Foreign LLC or Corporation in Maryland
To withdraw your foreign LLC or corporation in Maryland, you’ll need to file official state paperwork with Maryland’s Department of Assessments and Taxation (SDAT). Our guide shows you how to do it.
What is a foreign Maryland business?
When companies expand their business to another state, they’re called “foreign businesses.” To operate legally, they need to register with that state by completing a process called foreign qualification. If the business stops doing business in that state, they can withdraw their business and cancel their foreign registration.
How do I withdraw my foreign LLC in Maryland?
To withdraw your foreign Maryland LLC, file a Certificate of Cancellation of a Foreign Limited Liability Company Registration with Maryland’s SDAT.
How do I withdraw my foreign corporation in Maryland?
To withdraw your foreign Maryland corporation, file an Application for Termination of a Foreign Corporation Qualification with the SDAT.
How do you file an SDAT withdrawal application for a foreign LLC or corporation?
Maryland’s SDAT accepts filings by mail, in-person, and online. In-person filings can be submitted to a drop box in the lobby of the SDAT office. If you’re filing online, and don’t already have an account with the SDAT, you can create one here.
Mail and in-person:
Department of Assessments and Taxation
301 W. Preston Street
Baltimore, MD 21201-2392
Online:
Maryland Business Express
How much does it cost to withdraw a foreign business in Maryland?
There is no fee to withdraw a foreign LLC or corporation.
Note: If filing by mail or in-person, make all checks payable to the Maryland’s State Department of Assessments and Taxation.
How long will it take Maryland to process the withdrawal filing?
Online filings are usually processed in 3 to 5 business days. Mail and in person filings can take the Maryland SDAT at least 8 weeks to process. Want your withdrawal processed quicker? Add $50 for expedited service and the withdrawal will be processed in 7 to 10 business days.
Mailed documents are processed normally, unless you request expedited service and pay the fee. If you wish to expedite processing of mailed documents write EXPEDITED SERVICE REQUESTED on a cover letter and the envelope.
Note: All in-person submissions are considered expedited by the SDAT, so you’ll need to include the $50 fee.
Foreign Maryland LLC or Corporation Withdrawal FAQs
How will Maryland’s SDAT return my filed documents to me?
The Maryland SDAT will only return the filed original if you pay the SDAT an additional $5 fee. If you do not include the fee, they destroy the original. You can, however, view and print your documents by performing a Business Entity Search. Filed documents are generally available online within 10 days of processing.
Can I withdraw my business by not filing the Maryland Annual Report?
No. Failure to correctly withdraw your business in Maryland will lead to financial and legal penalties that could hurt your ability to operate elsewhere.
All Maryland business entities are required to file a Maryland Annual Report. If a foreign business does not file a report by April 15th, the entity will be considered to be “Not in Good Standing” with the SDAT. To correct this and avoid any penalties, you just have to file the delinquent personal property return and pay the late filing penalty of $50 before the due date.
Note: Maryland’s SDAT sends the final notice to foreign entities in September.
Can a foreign business lose its ability to operate if it doesn’t file an annual report?
Yes. If a foreign corporation or LLC does not file a Maryland Annual Report by November of the year it is due, its registration in Maryland will be forfeited. For example, if your foreign entity return is due on April 15th, you will get a Final Forfeiture notice in September. If you do not file the return by the November date on your notice from the SDAT, your authority to conduct business in Maryland will be forfeited.
Are there late fees or penalties to re-register if a registration is forfeited?
Yes. If your foreign corporation or LLC’s registration was forfeited, your business entity would have to re-register in Maryland. There is a $100 filing fee to qualify or register a foreign entity with the Maryland SDAT. The foreign corporation or LLC is going to be held liable if it owes Maryland any penalty fees. The formula is just complicated enough to be annoying but you don’t have to figure it out on your own.
Before you are forfeited, the Maryland SDAT will calculate your late fees and bill you. At that point all you have to do is pay the late fees and you will be placed back in good standing.
Note: Unpaid penalties are referred to the State of Maryland Central Collection Unit, which will add an additional 17% to the amount due. This will happen even when a foreign business entity has been forfeited.
Learn how to reinstate a Maryland LLC or Maryland corporation.
How long must a registered agent accept service of process after a withdrawal is filed?
A Maryland registered agent for a foreign LLC or corporation must accept service of process for one year after the foreign entity withdraws from Maryland.
Learn more about the Maryland registered agent resignation process.
What is the difference between withdrawing and dissolving a business?
Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state. For example, an LLC that originated in Maryland is domestic to Maryland. If it stopped operating in the state, it would need to dissolve the business.
Learn how to dissolve a Maryland LLC or a Maryland corporation.
What if I want to start a foreign LLC or corporation in Maryland?
You’re in luck! Our guides on how to form a foreign Maryland LLC or a foreign Maryland corporation are easy to follow. You can even hire us to do it for you!