| name | certificate-of-withdrawal-foreign-corp |
| title | Certificate of Withdrawal — Foreign Corporation |
| description | Drafts a Certificate of Withdrawal for a foreign corporation surrendering its authority to transact business in a US state. Use when a foreign corporation is withdrawing its certificate of authority, ceasing in-state operations, or completing dissolution in a non-home jurisdiction. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/certificate-of-withdrawal-foreign-corp |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["drafting","research"] |
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.
