Minnesota Certificate of Authority / Withdrawal

Surrendering a Minnesota certificate of authority

An entity gives up its Minnesota certificate of authority by applying for withdrawal, which costs $35 for an LLC by mail and $50 for a corporation. The Secretary of State then issues a certificate of withdrawal, and that certificate ends the authority. We prepare the application for $199.

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The exit at a glance

LLC application: Application for Withdrawal of a Foreign Limited Liability Company
Corporation application: Application for Withdrawal of a Foreign Corporation
LLC fee: $35 on paper; $55 online or at the counter
Corporation fee: $50 on paper; $70 for the other routes
Nonprofit fee: $50 on paper; $70 for the other routes
Limited partnership: Cancellation, $50 by mail
Ends authority: Issue of the certificate of withdrawal
Shortcut: A dissolution or merger certificate from the home state, filed in Minnesota

What an LLC says in its application

Section 322C.0807 requires seven statements.

The LLC's name and its home state or country.
That no Minnesota property remains and the business here has stopped.
That its governing body decided to surrender the authority.
That the registered agent can no longer accept papers for it.
The address to which the Secretary of State should forward lawsuit papers served on the office.
An undertaking to pay whatever additional license fees the office decides are owed.
Whatever more the office needs to work out whether fees remain unpaid.

What a corporation says

Section 303.16 gives a corporation six statements, the same as the LLC's without the last item. It also names who signs: the president, a vice-president, the secretary or an assistant secretary, or a receiver or trustee. The corporate fee is $50 by mail, and a nonprofit pays $50.

The moment authority ends

The Secretary of State receives the application, checks it, and confirms that fees and charges are paid. Only then does the office file it and issue and record a certificate of withdrawal, and the entity's authority to do business stops when that certificate issues. Until then the entity is still authorized, which means it still has renewal and agent duties.

Papers served after the exit

Leaving does not close off claims that arose while the entity was here. The application names the Secretary of State to take papers for them, and the office forwards what arrives to the address given. For corporations the statute narrows this: service on the office afterwards is limited to debts and business that predate the certificate of withdrawal. Whoever serves pays a fee, $35 for an LLC and $50 for a corporation. The address you gave should stay current while an old claim is still possible.

A home-state filing can do the job

If the entity dissolves at home, or merges and does not survive, the certificate of dissolution or merger from the home state counts as a valid application for withdrawal when it is filed in Minnesota. This avoids a separate Minnesota fee, but it works only when the home certificate is actually delivered to the Minnesota office.

Withdrawal against a lapse

An entity that simply stops filing is not withdrawn. An LLC that skips its renewal is revoked, and a corporation that skips its annual report is revoked too. A revoked entity remains on a published list. A withdrawn entity leaves a certificate of withdrawal and, if it returns, applies again at the usual price: $185 for an LLC by mail.

How we file the withdrawal

You confirm the business here has ended
And that no Minnesota property remains.
You pick the mailing address for papers
Somewhere a person reads the mail.
We draft the statements
From the statute for your entity type.
An authorized signer signs
For the LLC or corporation.
We file
The online fee is $55 for an LLC.

Partnerships leave differently

A limited partnership cancels instead of withdrawing, for $50 by mail. A limited liability partnership cancels for $135 by mail.

A checklist before you file

Before the application goes in, confirm four things: the business in Minnesota has really ended, nothing is owned in the state, the governing body has approved leaving, and the address for lawsuit papers will be monitored. Then check that the entity's renewals are current, because the office also asks whether fees remain unpaid. Finally, decide whether a home-state dissolution is coming, since that filing can serve as the application.

Who pays the fees that are due

The application contains an undertaking to cover any extra license fees the office finds due. That is the entity's own obligation, and it is a reason to bring renewals and charges up to date before filing.

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

What does an LLC pay to withdraw?

$35 by mail, $55 online.

When does the certificate end?

When the certificate of withdrawal issues.

What does the application say about fees?

The entity undertakes to pay whatever extra license fees the office decides are owed.

Prepare my withdrawal

Our fee and the state's

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$199

+ $205 state fee (LLC)

The state fee depends on the entity: $205 for an LLC, $220 for a corporation, $70 for a nonprofit, all online. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

The right Minnesota application for your kind of entity, filled in for you
Draft wording for the signer's home-state compliance statement
A registered office and agent in Minnesota: ours, or yours
Online submission and the issued certificate delivered to you
Renewal: after the first year, the agent service renews at $149 a year

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Sources

Know your entity type?

Tell us what the company is and where it was formed, and we start the right application.

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