Withdraw Your Foreign New York Business
In this guide to withdrawing a foreign LLC or corporation in New York, 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 New York
To withdraw your foreign LLC or corporation in NY, you’ll need to file official state paperwork with New York’s Department of State (DOS). Our guide shows you how to do it.
What is a foreign NY 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 from the state and cancel their foreign registration.
How do I withdraw my foreign LLC in New York?
To withdraw your foreign New York LLC, submit a completed Certificate of Surrender of Authority of Foreign Limited Liability Company to the DOS.
How do I withdraw my foreign corporation in New York?
To withdraw your foreign New York corporation, submit a Certificate of Surrender of Authority of Foreign Corporation to NY’s DOS.
How do I file a New York withdrawal application for a foreign LLC or corporation?
New York accepts filings by mail or hand delivered to the DOS office.
Mail and in-person:
New York State Department of State
Division of Corporations
One Commerce Plaza 99 Washington Avenue
Albany, NY 12231
How much does it cost to withdraw a foreign business in New York?
Both New York foreign LLCs and New York foreign corporations pay $60 to withdraw their business in New York.
How long will it take NY’s Department of State to process the filing?
Mailed applications for a foreign LLC or corporation withdrawal can take up to four months to be processed by the New York Department of State.
For an additional fee, you can expedite the process. Options include:
- 24-hour processing: $25
- Same-day processing: $75
- 2-hour processing: $150
Foreign New York Business Withdrawal FAQs
How will New York return my filed documents to me?
You will receive confirmation of the filing by mail if specifically if requested, and upon paying the $5 copy of filed document fee. Add $10 for a certified copy.
Will my business lose the ability to operate if I fail to file the NY Biennial Report?
Basically, nothing happens if you fail to file your New York Biennial Report. They will notify you that you are delinquent after approximately 60 days and the business will be listed as “Past Due.” New York’s Department of State no longer revokes Certificates of Authority.
However, New York’s Department of Taxation and Finance does charge penalties and interest on delinquent franchise tax payments. If the company files the Certificate of Surrender of Authority with the Department of state, it ends its obligation to file returns and pay future taxes and fees.
Are there late fees or penalties to re-register you NY foreign business?
If you don’t file your biennial statement, you’ll get a past due notice by mail. That’s the only action the New York Department of State takes for non-filing. However, any taxes, penalties, and interest owed to the Department of Taxation and Finance (DTF) will keep adding up until you either file a Certificate of Surrender or your authority is annulled.
If DTF annuls your authority, it’s similar to surrendering it yourself—except you still owe taxes. To reinstate your company, you must file the missing returns and pay what you owe. Once DTF gives written consent, you can submit it with the required fee to the Department of State to restore your status.
Learn how to reinstate a NY LLC or NY corporation.
How long is a registered agent required to accept service of process after a withdrawal?
The foreign corporation or LLC revokes the authority of its New York registered agent a Certificate of Surrender with the New York Department of State. After the filing, the registered agent no longer has to accept service of process for the entity.
Learn more about the New York 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 New York is domestic to New York. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.
Learn how to dissolve a NY LLC or a NY corporation.
What if I want to start a foreign LLC or corporation in NY?
You’re in luck! Our guides on how to form a foreign New York LLC or a foreign New York corporation are easy to follow. You can even HIRE US to do it for you!