North Carolina Certificate of Authority/Withdrawal
North Carolina Form L-14, the LLC certificate of withdrawal
A foreign LLC that has stopped doing business in North Carolina ends its authority by filing Form L-14, the Application for Certificate of Withdrawal, under G.S. 57D-7-20 and paying $10. The LLC may not withdraw until it holds the certificate of withdrawal, so until the Secretary of State issues it, the annual report keeps coming due every April 15. We prepare the application for $199.
Form L-14 in brief
- Filed by
- A foreign LLC with a North Carolina certificate of authority that is no longer transacting business here
- State fee
- $10
- Copies
- one exact or conformed copy of the application must be filed with it
- Signed by
- A company official, with printed name and title
- Statute
- G.S. 57D-7-20
- Corporations
- G.S. 55-15-20, $25
- Limited partnerships
- a certificate of cancellation signed by a general partner
The seven items of Form L-14
| Item | What it states or asks | How it fails |
|---|---|---|
| 1. Name | The name of the foreign LLC and, if different, the name in its certificate of authority | Using the home name when a fictitious name was registered |
| 2. Laws of | The state or country whose laws govern the LLC | Disagrees with the original application |
| 3. Surrender | The LLC is not transacting business in North Carolina and surrenders its authority | Filing while still operating |
| 4. Agent and service | The LLC revokes its registered agent's authority to accept service and consents that service in any action based on a cause of action arising in North Carolina, or out of business done here, during its authorized period may be made on the Secretary of State | Altering this wording |
| 5. Mailing address | The address, in care of a person, where the Secretary of State may mail a copy of process served on him or her | An address nobody will monitor |
| 6. Notice of changes | The LLC agrees to notify the Secretary of State of any change in that mailing address | Forgetting it after a move |
| 7. Effective date | Effective on filing unless a date or time is given; a delayed date can be set up to the 90th day | A date beyond the limit |
At the foot are the date, the LLC's name, a company official's signature with printed name and title, and a note that an exact or conformed copy travels with the original application.
What withdrawal does to later lawsuits
Items 4 to 6 carry the service-of-process terms. By signing, the LLC agrees that a lawsuit arising out of its North Carolina business, from the time it was authorized, can still be served through the Secretary of State, and that a copy will be mailed to the address in item 5 (G.S. 57D-7-20(b)(4) and (5)). The same section bars an LLC from withdrawing until it obtains the certificate (G.S. 57D-7-20(a)). Withdrawal ends the authority going forward. It does not erase obligations from the authorized period, and the LLC has promised to keep the mailing address current.
Corporations, partnerships and mergers
A foreign business corporation applies for a certificate of withdrawal under G.S. 55-15-20 and pays $25; the application states that it is not transacting business, revokes the agent's authority, agrees that the Secretary of State may be served, gives a mailing address and promises to report changes. A foreign limited partnership files a certificate of cancellation signed by a general partner, and the Secretary of State keeps authority to accept service for its North Carolina business after cancellation. An entity that disappears into a merger, consolidation or conversion is handled on a separate withdrawal application, filed by the surviving entity with proof of the transaction.
Why withdraw instead of letting the report lapse
A company that simply stops filing is not withdrawn. A late annual report, a penalty unpaid for 60 days, a missing agent for 60 days or more and other grounds let the Secretary of State start revocation (G.S. 57D-7-30(a)(1)-(7)), and a revoked LLC that later returns has to pay $450 on Form L-09A instead of $10 to leave tidily. Withdrawing first keeps the record clean.
Fee, copies and where to file
The fee is $10. The form asks for one exact or conformed copy to go with the original. Mail to P.O. Box 29622, Raleigh, NC 27626-0622 with a check payable to the North Carolina Secretary of State, or file in person in Raleigh during Monday through Friday, 8:00 a.m. to 5:00 p.m.. A rush costs $100 for a 24-hour filing or $200 for a same-day one, and an online payment adds $3 by card or $2 by ACH.
Before you file
Check that the annual report for the year is filed and any amount due is paid, since an open item is a revocation ground. Any Department of Revenue tax account is closed separately, since the Secretary of State does not handle those. And notify the registered agent that the appointment is ending.
Having us file Form L-14
Tell us the company details
Name as registered in North Carolina, home state and a mailing address for process.
Clear open items
File the annual report and pay anything outstanding.
We prepare Form L-14
All seven items, with the exact copy.
A company official signs
The signer is a company official.
We file it
With the $10 fee, and send you the certificate of withdrawal.
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.
Withdrawing from North Carolina
Does a certificate of withdrawal dissolve the LLC?
No. Only the North Carolina authority ends; the home state remains the place where the LLC is dissolved.
What if the LLC has been revoked?
The withdrawal statute is written for an LLC that is authorized to transact business, so a revoked LLC cannot simply file Form L-14. It either reinstates on Form L-09A for $450 or leaves the matter as it is, with claims over past work served through the Secretary of State.
Does the withdrawal fee differ for a corporation?
Yes. A corporation pays $25; an LLC pays $10.
Simple pricing
We file your certificate of authority
- Form L-09 for LLCs, Form B-09 for corporations
- The certificate of existence, ordered from the state where you formed
- Submission to the Business Registration Division
- Our North Carolina registered agent, or one you name
- Your issued certificate of authority, sent to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
, plus the $250 state fee
Apply for my certificateState fees are charged at cost and listed on their own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- North Carolina Secretary of State, LLC fee schedule
- Form L-09, Application for Certificate of Authority (LLC)
- North Carolina Secretary of State, Business Registration forms
- North Carolina Secretary of State, Business Registration Division (turn-around times)
- North Carolina Secretary of State, Business Registration fees (nonprofit, LLP, expedite, payment fees)
- North Carolina Secretary of State, Business Registration forms list (nonprofit, LP and LLP forms)
- North Carolina Secretary of State, annual report due dates
- N.C. Gen. Stat. 57D-7-20 (withdrawal of a foreign LLC)
- Form L-14, Application for Certificate of Withdrawal (LLC)
- N.C. Gen. Stat. 55-15-20 (withdrawal of foreign corporation)
- North Carolina Secretary of State, business corporation fee schedule
- N.C. Gen. Stat. 59-906 (cancellation of registration, limited partnership)
- North Carolina Secretary of State, Register a Foreign Business: maintaining registration
- N.C. Gen. Stat. 57D-7-30 (grounds for revocation)
- Form L-09A, Application for Certificate of Authority Following Administrative Revocation (LLC)
- North Carolina Secretary of State, Register a Foreign Business: requirements
Doing business in North Carolina?
Apply online today and we will prepare, submit and track your certificate of authority.