Withdraw A Foreign Business in North Dakota

In this guide to withdrawing a foreign LLC or corporation in North Dakota, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel your business, and anything else you need to know.

Foreign North Dakota LLC and Corporation Withdraw Guide

If your out-of-state business has stopped operating in North Dakota, you should:

1. File paperwork with North Dakota’s Secretary of State to withdraw your LLC or corporation from North Dakota.
2. Ensure all tax obligations are satisfied (check with the North Dakota’s Tax Commission).
3. Notify your registered agent in North Dakota (if you have one) that you’re withdrawing.

What is a foreign North Dakota business?

First thing’s first, what does it mean to be a foreign North Dakota business? Being a foreign North Dakota business means that a business is not originally formed (or incorporated) in North Dakota, but wants to conduct business within the state. In this context, “foreign” doesn’t mean another country—it just means another state or jurisdiction.

To operate legally, the business will need to register with North Dakota by completing a process called foreign qualification. If the business stops doing business in North Dakota, they can withdraw their business and cancel their foreign registration.

How to Withdraw a Foreign Business in North Dakota

Foreign LLCs and foreign corporations file different forms to withdraw their business from the state.

• Foreign LLCs
  File a Certificate of Withdrawal Application Foreign Limited Liability Company form with the North Dakota Secretary of State (SOS).
• Foreign Corporations
  File a Certificate of Withdrawal Foreign Corporation Application with the SOS.

You can typically find these applications on the North Dakota Secretary of State’s online portal, FirstStop. You can create an account HERE to make access to the forms easier.

 

Foreign North Dakota LLC or Corporation Withdrawal FAQs

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

$20 for both LLCs and corporations.

How do I file my withdrawal application?

North Dakota allows filing in person, by mail, or by fax. Both withdrawal forms include a credit card payment authorization section that must be completed if you are paying by credit card. North Dakota SOS accepts VISA, Master Card, or Discover. The SOS accepts only credit card payment if you file by fax. If you file in person or by mail, you may pay by check.

Mail and in-person:
Secretary of State
Business Registration Unit
600 E. Boulevard Avenue Dept 108
Bismarck ND 58505-0500

Fax:
(701) 328-2292

Do you need North Dakota Tax Commissioner clearance first?

No, you don’t need to get a tax clearance from the North Dakota Tax commissioner. However, the SOS will ask for fees or other information if you have any past due statements. Withdrawing from the state without fulfilling tax or other obligations may result in penalties or potential liens for your business.

How long does it take the state to process the withdrawal filing?

Most withdrawals can be processed by the SOS in about 30 days. North Dakota SOS does not offer expedited processing.

What happens if I don’t file a withdrawal and file my annual report instead?

If a foreign corporation in North Dakota doesn’t file its annual report, it will lose good standing after 3 months. The Secretary of State (SOS) will then send a notice warning that its authority may be revoked. If the corporation files the report, pays the fee and penalty, its good standing can be restored.

If a foreign LLC doesn’t file its annual report by November 16th, the SOS will notify it that it’s no longer in good standing. If the report, fee, and penalty aren’t submitted, the SOS will revoke its registration.

Once an entity is revoked, the SOS won’t accept any filings from it. All past-due documents and fees must be filed before the business can officially withdraw. If it hasn’t been revoked yet, it can still catch up on filings.

What are the late fees and penalties to re-register if your registration is forfeited?

A foreign corporation can reinstate its certificate of authority within one year of revocation. You must file the past due annual report and $85 fee. You must also pay a reinstatement fee of $135.

You may also reinstate your foreign LLC within one year of revocation. You would have to file the past due annual report with the $100 fee and pay a reinstatement fee of $125.

How long does the registered agent have to accept service of process?

When the entity files the withdrawal, the Secretary of State is appointed the registered agent. The registered agent may resign as North Dakota agent by filing with the Secretary of State.

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 North Dakota is domestic to North Dakota. 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 ND LLC or a ND corporation.

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

You’re in luck! Head over to our comprehensive guides on how to form a foreign North Dakota LLC or start a foreign North Dakota corporation. Or hire us to do it for you!