Minnesota Foreign Registration›Withdrawal

Withdrawing a foreign LLC from Minnesota

An LLC that formed elsewhere leaves Minnesota by filing an application for withdrawal, which costs $35 by mail or $55 online or in person. Minnesota law says the LLC has seven things to state, and the certificate of withdrawal that the Secretary of State issues is what ends the authority. We prepare the filing for $199.

Withdrawal at a glance

Filing: Application for Withdrawal of a Foreign Limited Liability Company
Law: Minnesota Statutes 322C.0807
LLC fee: $35 by mail, $55 online or in person
Corporation fee: $50 by mail, $70 online or in person
Signed under: Section 322C.0203
Effect: Minnesota authority ends once the certificate of withdrawal issues
Alternative: A home-state dissolution or merger certificate also counts
Filed with: Minnesota Secretary of State, Business Services

The seven statements

The statute has the application state the following.

The LLC's name, and the state or country that formed it.
That it holds no Minnesota property and has stopped transacting business.
That its governing body has decided to give up its authority here.
That the registered agent's power to accept papers for the LLC is withdrawn.
An address where the Secretary of State will mail a copy of any lawsuit papers served on it.
A promise to pay any further license fees the Secretary of State finds due.
Whatever else the Secretary of State needs in order to decide whether further fees are owed.

Who signs and how it is filed

The statute has the application executed on the LLC's behalf under section 322C.0203, and delivered to the Secretary of State. On finding that it conforms, and once all license fees, filing fees and other charges are paid, the office files it and issues and records a certificate of withdrawal. The fee is $35 by mail or $55 online or in person.

What the withdrawal does to lawsuits

Withdrawing does not make past claims disappear. The application ends the agent's authority and puts the Secretary of State in its place, so papers in a lawsuit over Minnesota business can still be served on the office, which mails them to the address the LLC gave. Choose an address someone reads, because a lawsuit mailed to a dead address is still a served lawsuit. The same pattern holds when a company has no certificate or cancels one. For foreign corporations the statute narrows this further: after withdrawal, service on the office is allowed only for obligations incurred or business done in Minnesota before the certificate of withdrawal.

The shortcut: dissolution or merger at home

If the LLC dissolves in its home state, or merges into another entity and does not survive, the home-state certificate of dissolution or of merger, filed with the Minnesota Secretary of State, is treated as a valid application for withdrawal. Authority ends when that certificate is filed. It only works if the home certificate actually gets filed in Minnesota.

Before you withdraw

Three checks help. Confirm that the LLC has really stopped doing business and holds no Minnesota property, because the application says so under the signer's name. File any overdue annual renewal first; it costs nothing for an active LLC. And decide where lawsuit papers should be mailed, since that address goes on the application.

Withdrawal for corporations

A foreign corporation files its own application under section 303.16, which calls for six statements: its name and home state; no Minnesota property and no continuing business; a board decision to give up its authority; an end to the agent's authority; a mailing address for process; and a promise to pay any extra license fees found due. It is signed by the president, a vice-president, the secretary or an assistant secretary, or a receiver or trustee. The schedule lists the filing at $50 by mail or $70 online, and a foreign nonprofit pays $50 by mail or $70 online.

Withdrawal compared with letting it lapse

An LLC that stops filing its renewal is revoked, and a revocation leaves the Secretary of State to accept old claims against it. The difference is the record. A revoked LLC's name goes on the list of revoked companies the office publishes, while a withdrawal ends with a certificate of withdrawal on file. For a company that expects to come back later, the choice also shapes how it returns: a revoked LLC reinstates, while a withdrawn one starts over with a new application at $185 by mail or $205 online.

How we prepare the withdrawal

You confirm the LLC has ended its Minnesota business
And owns nothing in Minnesota.
You name the mailing address for lawsuit papers
It stays on the record.
We draft the statements
From section 322C.0807.
An authorized person signs
On the LLC's behalf.
We file
The fee is $55 online.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Withdrawal questions

How much does it cost to withdraw?

$35 by mail or $55 online or in person for an LLC.

Does the LLC have to pay the renewal first?

An active LLC owes no renewal fee, but file any renewal that is overdue.

What does the application say about fees?

It promises to pay any further license fees the office finds due.

What if the LLC dissolves at home?

Filing the home-state certificate of dissolution in Minnesota counts as the application.

We prepare the Minnesota withdrawal

Our fee and Minnesota's

Register in Minnesota

+ $205 Minnesota fee online

$199

The Foreign Limited Liability Company Certificate of Authority to Transact Business in Minnesota, completed from your answers
Submission online, which is the expedited route
A Minnesota registered office and agent, supplied by us or by you
The approved certificate sent back to you by email
Renewal: after the first year, the agent service renews at $149 a year

Minnesota's online fee is $205, itemized separately when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Need Minnesota authority soon?

Order online and we prepare the form as soon as your answers are in.