A certificate of withdrawal is a form for surrendering the certificate of authority of an out of state corporation or limited liability company and withdrawing from the state. State laws, which vary by state, govern the requirements for a certificate of withdrawal. Usually, the certificate must state that the corporation is not transacting business or conducting affairs in the state.
By filing a certificate of withdrawal, the corporation surrenders its authority to transact business or conduct affairs in the state. The corporation must often obtain a tax clearance from the state Department of Treasury. Also, if the corporation is a nonprofit charitable purpose corporation, the certificate may be required to be accompanied by a consent or written statement that the consent is not required, received from the state Attorney General.
The certificate of withdrawal revokes the authority of the registered agent for the entity in this state to accept service of process. By filing the certificate, the entity consents that service of process in any action, suit, or proceeding based on any cause of action arising in this state during the time the entity was authorized to transact business in this state may be made on such entity by service thereof on the Secretary of State.
