North Carolina Foreign Registration Withdrawing

North Carolina Form L-14 to withdraw a foreign LLC

To leave North Carolina, a foreign LLC files Form L-14, the Application for Certificate of Withdrawal, for $10, and stays authorized until the certificate of withdrawal issues (G.S. 57D-7-20). The form has 7 numbered items and goes in with one exact or conformed copy of the application must be filed with it. A foreign corporation pays $25. We prepare it for $199 plus the state fee.

Form L-14 summary

Form: Application for Certificate of Withdrawal
State fee: LLC $10; corporation $25
Copies: one exact or conformed copy of the application must be filed with it
Signed by: A manager or other company official
Result: A certificate of withdrawal; the LLC remains authorized until it is issued
Revocation certificate: $0 state fee, for when the state revokes instead

The seven items

Item	Content	Remark
1	The name of the foreign LLC, and the name it was authorized to use if different	Match the certificate of authority
2	The jurisdiction of organization
3	A declaration that the LLC has stopped doing business here and gives up its authority	Pre-printed
4	The agent's authority is cancelled, and the Secretary of State may be served for claims from the LLC's time here	Pre-printed
5	The mailing address where the Secretary of State will send process served on the office	In care of a named person
6	A promise to tell the Secretary of State if that address changes	Pre-printed
7	An effective date or time, if not on filing	Delayed dates run up to 90 days

The signature block takes the date, the LLC's name, a manager or other company official's signature, and a printed name and title.

Why you file two copies

The notes on this form ask for the application together with one exact or conformed copy, unlike the registration forms, which take a single executed original. A conformed copy reproduces the signature in typed or stamped form. Sign the original, make a plain copy, and send both with the fee.

After you withdraw, papers still reach you

Items 4 and 5 have lasting effect. The LLC withdraws its agent's authority and agrees that the Secretary of State can be served with any claim that arose while it operated here. The Secretary of State then mails a copy of whatever arrives to the address in item 5. Months or years later, a customer can still bring a claim over something that happened while the LLC was authorized, and that address is where the notice goes. Pick one that will outlast your office lease, and keep it current under item 6. A law firm, an accountant or a parent company's long-term address is steadier than a desk the company is about to give up.

The statute behind the form

G.S. 57D-7-20 bars a foreign LLC authorized here from withdrawing before it holds a certificate of withdrawal, and it sets out what the application states (G.S. 57D-7-20(a)). Corporations leave under G.S. 55-15-20. Partnerships follow their own route: a limited partnership files a certificate of cancellation signed by a general partner (G.S. 59-906), and that cancellation leaves the Secretary of State's role as agent for old claims in place (G.S. 59-906).

Settle the books first

A withdrawing company should file any annual report that has fallen due and pay penalties or fees owed. The state expects any amounts to be paid within 60 days of notice, and a company with open obligations may find that a certificate of authority is revoked before the withdrawal can be processed. Revocation has its own certificate, which carries $0 in state fees, and a company that comes back after revocation pays $450. Withdrawing cleanly is cheaper.

Speed

A withdrawal has no need for a rush in most cases. The company is leaving. If a sale or an audit calls for the certificate of withdrawal by a date, $100 buys 24-hour filing, and $200 buys same-day filing provided the Division holds the paper by 12:00 noon Eastern. Otherwise take the regular route, since nothing about a departing company is urgent to the state, and spend the effort on settling any amount owed so the withdrawal is not delayed by an open account.

Withdrawing from North Carolina

Stop transacting business
Close out North Carolina activity.
File what is owed
Any report or fee that has fallen due.
Complete Form L-14
Seven items, with a lasting service address.
Sign and copy
Original plus one exact or conformed copy.
Pay and file
$10, with any rush option.

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.

Form L-14 questions

Am I still authorized while the application is pending?

Yes. The LLC may not withdraw until the certificate of withdrawal is issued.

What if I just stop filing annual reports?

That is a revocation ground, not a withdrawal. Revocation brings its own steps and costs, and the company keeps the obligations that follow it.

What does a corporation pay?

$25.

Can the effective date be later?

Yes, up to 90 days after filing.

We file Form L-14 for you

Fixed fee, state fees at cost

Register in North Carolina

$199

+ $250 state fee

The state form for your entity type, completed from your answers
An original certificate of existence from your home state, requested for you
Filed electronically with the Business Registration Division in Raleigh
A North Carolina registered agent: ours, or the one you pick
Your issued certificate and the date of your first April 15 report
Renewal: after the first year, the agent service renews at $149 a year

State filing fees and any rush option are charged at cost and listed apart from our fee. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

State sources

Need to be registered in North Carolina soon?

Order online, choose a rush option if you need one, and we prepare and file the application.