Foreign LLC Dissolution (Withdrawal) Fees by State — Explainer

Matrix explainer. Coverage: the state filing fee for a foreign LLC withdrawal/cancellation, with turnaround and expedite detail. Source matrix: foreign-llc-dissolution-fees-by-state. 51 jurisdictions (50 states + DC). Fees as of the matrix's last verification. Not legal advice.

Short answer

When a foreign-registered LLC stops doing business in a state, it files a withdrawal — in some states styled a cancellation of authority — to end its registration and the recurring report and fee obligations that come with it. The state filing fee for that document runs from $0 to $275 (Oregon). Five jurisdictions — Arkansas, Georgia, Maryland, Montana, and Utah — charge nothing at all. But in a handful of states the fee is the small part: the filing sits behind a tax-clearance step that has to resolve first. One scope note before the numbers: this page is about ending a foreign registration, not about ending the LLC itself — that distinction is covered at Dissolution vs. Withdrawal.

What this matrix tracks

  • Filing fee — the state fee for the foreign LLC withdrawal or cancellation filing, read from the state's official fee schedule or form
  • Filing channel — whether the state takes the filing online, by mail, or by fax
  • Turnaround and expedite — standard processing time and any published expedited option with its fee
  • Notes — tax-clearance prerequisites, statutory citations, and state-specific quirks recorded at capture

Key findings

  • Oregon is the highest fee at $275. The District of Columbia ($220), New York ($205), and Delaware ($200) round out the top of the range, with Alabama ($163) and Louisiana ($155) behind them.
  • Five jurisdictions file for $0: Arkansas, Georgia, Maryland, Montana, and Utah. A sourced zero means the filing itself is free — any final tax or report obligations remain separate.
  • The cheap tier is very cheap. California and Illinois charge $5; Arizona, Colorado, Iowa, Michigan, and South Dakota charge $10; North Carolina $12; Texas $16. In most of the country, exiting a foreign registration costs less than entering it.
  • Tax clearance is the real gate in several states. Alabama pairs its $163 filing with a required Certificate of Compliance from the Department of Revenue (plus a $100 processing fee); Missouri requires a Certificate of Tax Clearance; Pennsylvania requires tax clearance certificates unless an exception applies; Tennessee requires clearance under Tenn. Code § 48-246-401; Massachusetts ($109) will not process the withdrawal until all required annual reports are filed and fees paid.
  • Withdrawal does not always end service-of-process exposure. South Carolina's source states that filing the certificate of cancellation does not terminate the Secretary of State's authority to accept service of process for claims arising from business done in the state.
  • Turnaround varies more than fee. Wyoming's $60 filing carries a standard 3–5 week processing window per its source; several states publish same-week or expedited options instead.

What the matrix does not prove

  • Does not determine whether a foreign LLC should withdraw or simply let its registration lapse into revocation — that trade-off (late fees, standing, exposure) is state-specific and out of scope.
  • Does not cover final tax obligations in the foreign state. The tax-clearance notes record where a clearance certificate gates the filing, not what the underlying tax bill is.
  • Does not prove that withdrawal ends amenability to suit — the South Carolina row is a documented counterexample on service of process.
  • Does not cover corporations; this matrix binds to the foreign LLC line of each state's fee schedule.
  • Does not price the registered-agent termination or any agent fees in the foreign state.

Methodology

Each fee was read from the state's official Secretary of State or business-filing fee schedule; the source URL is recorded per row and each row carries its own last-checked date. Where the state's source recorded a prerequisite (tax clearance, compliance certificate), it appears in the row's notes rather than being folded into the fee. Cells the source did not establish are recorded as not observed, not guessed. Full methodology at /about/methodology/; source taxonomy at /about/source-registry/.

Not legal advice

Whether and when to withdraw a foreign registration interacts with tax nexus, pending claims, and contract obligations in ways a fee table does not measure. This page is structured reference, not counsel. Verify the current fee and any clearance prerequisite against the state's linked source before filing.

See also: Foreign LLC Withdrawal (Dissolution) Fees by State (matrix) · Dissolution vs. Withdrawal · Foreign LLC Registration Fees by State — Explainer · LLC Dissolution Fees by State — Explainer

Frequently asked questions

What does it cost a foreign LLC to withdraw from a state?

The state filing fee runs from $0 to $275. Five jurisdictions — Arkansas, Georgia, Maryland, Montana, and Utah — charge nothing to file the withdrawal. Oregon ($275), the District of Columbia ($220), New York ($205), and Delaware ($200) sit at the top of the range.

Is withdrawing the same as dissolving the LLC?

No. Withdrawal (sometimes styled cancellation of authority) ends a foreign registration in one state; the LLC continues to exist in its formation state. Dissolving the entity itself is a separate filing in the home state, covered by the domestic dissolution matrix.

Why do some states make withdrawal more than a fee?

Several states will not accept the withdrawal until a tax step clears first. Alabama requires a Certificate of Compliance from its Department of Revenue alongside the $163 filing; Missouri requires a Certificate of Tax Clearance; Pennsylvania requires tax clearance certificates unless an exception applies; Tennessee requires tax clearance under Tenn. Code § 48-246-401; Massachusetts requires all annual reports filed and fees paid before it processes the $109 withdrawal.

Does withdrawal end all exposure in the state?

Not necessarily. South Carolina's source, for example, notes that filing the certificate of cancellation does not terminate the Secretary of State's authority to accept service of process for claims arising from business done in the state. Withdrawal ends the recurring registration obligations; it does not erase what happened while registered.

Where is the per-state matrix?

/business-formation/foreign-llc-dissolution-fees-by-state/ — 51 jurisdictions (50 states + DC), each row cited to the state's official source.

Go deeper with source-backed research

Explore methodology, datasets, and related matrices cited on this page.