North Dakota Certificate of Authority · Giving it up
Giving up a North Dakota certificate of authority: the certificate of withdrawal
A foreign LLC gives up its North Dakota certificate of authority by applying for withdrawal for $20 and receiving a certificate of withdrawal, under section 10-32.1-81. A corporation pays $20, a limited partnership $25 and an LLP $10. We prepare the filing for $199.
Withdrawal fee by entity
| Entity | Fee |
|---|---|
| Foreign LLC | $20 |
| Foreign corporation | $20 |
| Limited partnership (foreign) | $25 |
| Limited liability partnership (foreign) | $10 |
Filed through the FirstStop Portal.
The statute
Section 10-32.1-81 lets a foreign LLC withdraw by procuring a certificate of withdrawal. The application, on the Secretary of State's form with the fee, sets out the company name and home state, a statement that it is not transacting business here, a surrender of its authority, consent that service for claims arising here may be made under the registered agent statute, and a mailing address for process.
Why the withdrawal is not automatic
The certificate of authority stays in force until the Secretary of State issues the certificate of withdrawal. Until then the entity has to keep reporting and keep an agent. An entity that stops reporting falls into Not Good Standing and, if foreign, can lose its authority.
Withdrawal against reinstatement
They are different. Withdrawal is the entity's choice to leave. Reinstatement follows revocation by the state and requires the overdue reports and the $135 reinstatement fee for an LLC. If revocation has already happened, discuss with us which route you want.
Preparing to leave
Finish what you owe the Secretary of State, such as a report that is due. Before dissolving, terminating or withdrawing, the office recommends consulting an attorney, a tax professional or a business advisor. Also check North Dakota licenses, permits and taxes that depend on the entity's presence.
Papers after you leave
The application accepts that claims arising from the authorized period may still be served under the registered agents chapter, and gives a mailing address for process. The Secretary of State also receives papers for an entity with nobody appointed.
Corporations that dissolve or merge
For a corporation, a certificate of dissolution from its home state, or a certificate of merger where it is not the survivor, is treated as the application for withdrawal, ending the authority once it is filed. A foreign LLC files its own application.
What leaving costs
An LLC that applies and later withdraws pays $155 in state fees, and $205 with one report in between. A corporation pays $165, or $190 with a report.
What the application does for you
The point of the certificate of withdrawal is a clean exit. The entity surrenders its authority, confirms it is no longer transacting business, and tells the state where to send papers about the past. After the certificate issues the entity no longer needs a North Dakota registered agent or an annual report. It also gives your banker, insurer or buyer a document showing that the entity has left in an orderly way.
Timing the exit
Choose a date after the last North Dakota job is finished and the last invoice paid. If the exit comes before the next annual report is due, you avoid one more report fee of $50 for an LLC or $25 for a corporation. If the report date is only weeks away and the work is done, filing the withdrawal first saves that report fee.
Partnerships
A foreign limited partnership withdraws for $25, and an LLP for $10. An LLP's registration also ends by its own terms if it stops being an LLP at home, because the registration here acknowledges that its status expires if it lapses there. Do not rely on that; file the withdrawal.
Records to keep
Keep the certificate of withdrawal, the last annual report and the last agent record. A claim about the period of authority can still be filed after you leave, and these papers show when authority ended.
Leave or stay?
Keep the certificate if North Dakota work is likely to return, since a new application costs the full fee again. Withdraw if not. A report of $50 a year is the price of keeping an LLC's option open.
Questions to settle before withdrawing
Ask yourself four things. Is any North Dakota contract still running? Are any employees, leases or licenses still tied to the entity? Is a final report due? And does anyone expect the entity to be available for service of a claim? A yes to any of these suggests waiting, or at least planning the withdrawal date around the answer.
Coming back later
An entity that withdrew and returns files a new application and fresh home certificate. Nothing is carried over from the old certificate.
Withdrawing
Stop transacting business
The application says you have.
Clear what is due
File any report and pay any fee outstanding.
Prepare the application
Name, home state, surrender, service and mailing address.
Sign and pay
$20 for an LLC.
Keep the certificate of withdrawal
With the entity's records.
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.
What our service and the state cost
Get my North Dakota certificate of authority
North Dakota$199
+ state fee from $60
- The right version of the application for your entity type
- Your home-state certificate, reviewed against the statute
- A registered agent in the state from our office, or one you choose
- Your certificate of authority sent to you when issued
- Renewal: after the first year, the agent service renews at $149 a year
State fees by entity: LLC $135, corporation $145, nonprofit corporation $50. Our charge is a separate line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- North Dakota Secretary of State, limited liability companies
- North Dakota Secretary of State, partnerships
- North Dakota Secretary of State, general business corporation fees
- North Dakota Secretary of State, maintain your registration
- North Dakota Secretary of State, out-of-state nonprofit
- North Dakota Secretary of State, register a business
- North Dakota Century Code, chapter 10-32.1 (Uniform Limited Liability Company Act)
- North Dakota Century Code, chapter 10-01.1 (Registered Agents Act)
- North Dakota Century Code, chapter 10-19.1 (Business Corporation Act)
- North Dakota Century Code, chapter 45-22 (Limited Liability Partnerships)
Need North Dakota authority?
Give us your entity type and its home state.