Certificate of Withdrawal — Foreign Corporation

Statutory filing by which a foreign corporation surrenders its authority to transact business in a US state jurisdiction.

Required Inputs

Corporation details — legal name (exactly as on certificate of authority), home state/country, incorporation date
Certificate of authority — authorization date, certificate number (if applicable), any DBAs
Registered agent — name and address in the withdrawal state
Tax clearance status — whether the state requires a clearance certificate or final returns
Authorizing resolution — board consent or resolution authorizing withdrawal
Withdrawal state — requirements vary significantly by jurisdiction

Workflow

1. Gather & Verify State Requirements

Check the withdrawal state's Secretary of State website and statutes. Do not assume uniformity across states.

2. Draft Certificate

Header: "Certificate of Withdrawal of [Corporation Name]" — identify filing jurisdiction and home jurisdiction.

Corporate identity block:

| Field | Source | |---|---| | Full legal name | Exactly as on certificate of authority | | Home jurisdiction | State/country of incorporation | | Authorization date | Date authority was granted | | Certificate of authority no. | If required by state | | Principal office address | Home jurisdiction address | | Registered agent | Name and street address in withdrawal state |

Withdrawal declarations (adapt to state-specific statutory language):

Corporation surrenders its certificate of authority in [State]
Corporation has ceased transacting business in [State]
All state taxes and fees paid or provided for
All known debts/obligations in [State] satisfied or provision made
Corporation consents to service of process for proceedings arising from in-state business, designating [Secretary of State / specific agent]

Some states require verbatim statutory language for service-of-process consent — verify before finalizing.

Effective date: Upon filing (default) or a future date if permitted by state law.

Execution block: Signature line for authorized officer, typed name/title, date, notarization block (if required), corporate seal/attestation (if mandated).

3. Assemble Attachments

| Attachment | When Required | |---|---| | Tax clearance certificate | Many states (CA, NJ, PA, etc.) | | Home-state good standing certificate | Some states | | Evidence of publication | Rare — states requiring newspaper notice | | Final tax returns / annual reports | Varies |

Reference each attachment by label in the certificate body.

Pitfalls & Checks

Name match — corporate name must exactly match the original certificate of authority throughout
Tax clearance lead time — some states (e.g., CA) have lengthy clearance timelines; advise early
Liability survives withdrawal — note in any cover memo that existing obligations are not extinguished
Cite statutes — reference the applicable withdrawal statute where required (e.g., "Pursuant to [State] Corp. Code § [VERIFY]")
Use [VERIFY] for any statutory citation not confirmed against current law
Format for direct submission to Secretary of State (standard filing margins/spacing)