Florida Foreign Registration / Withdrawal
Florida Form CR2E057, the notice of withdrawal
A foreign LLC that is done doing business in Florida cancels its certificate of authority by filing the Notice of Withdrawal of Certificate of Authority, the Division's Form CR2E057, with a $25 fee. Until that notice takes effect the annual report keeps coming due, and a missed report brings the $400 late fee and eventually revocation. We prepare the notice for $199.
The notice at a glance
- Who files
- A registered foreign LLC that is leaving Florida
- State fee
- $25
- Optional extras
- Certificate of status $5, certified copy $30
- Filing routes
- The Division's e-file route for foreign entity withdrawals, or print and mail
- Signed by
- An authorized representative of the LLC
- Governing statute
- Fla. Stat. 605.0910
- Corporations
- Fla. Stat. 607.1520, signed by an officer or director, $35
What section 605.0910 requires the notice to state
| Required statement | What to give | Common slip |
|---|---|---|
| Company name | The name as it appears on the department's records | Using the home name when an alternate name was registered |
| Jurisdiction | The name of the jurisdiction of formation | Must agree with the original application |
| Authorization date | The date the company was authorized to transact business in Florida | Take it from the acknowledgment letter |
| Withdrawal statement | That the LLC is withdrawing its certificate of authority | Do not alter the wording |
| Agent and service | That the LLC cancels its agent's appointment and directs service of claims from its authorized period to the Secretary of State | Leaving this out |
| Service addresses | A mailing address and an email address where process sent to the Secretary of State can be copied | An address that will not be monitored |
| Future changes | A commitment to tell the department if either address changes | Forgetting it after a move |
The notice is signed by an authorized representative. The certificate of authority is cancelled when the notice becomes effective under section 605.0207, which is the statute's effective-date rule for filed records.
What withdrawal does and does not do
When the notice takes effect, the certificate of authority is cancelled (Fla. Stat. 605.0910(1)(e)). Process in a suit based on something that happened while the company was authorized can then be served on the Secretary of State under section 48.161, which counts as service on the company. That is why the notice carries a mailing address and an email address that you must keep current. Withdrawal removes the Florida authority only. The LLC continues to exist at home until that state ends it.
When withdrawal is required
The statute makes withdrawal mandatory in three cases: the registered foreign LLC has dissolved and finished winding up, it has merged into a foreign entity not authorized in Florida, or it has converted into a form of entity that is not created through a public filing. Otherwise withdrawal is a choice, but a company that has stopped doing business and leaves the authority in place keeps owing annual reports.
Filing by e-file or by mail
The Division of Corporations publishes an e-file route for foreign entity withdrawal that takes card payments through a third-party processor, and a print-and-mail route for those who prefer paper. Each route asks for the Florida document number the Division assigned, shown on your acknowledgment and in the Sunbiz search. The fee is $25, a certificate of status adds $5 and a certified copy $30.
Corporations
A foreign corporation cancels its authority under Fla. Stat. 607.1520; the notice is signed by an officer or director and states the same service-of-process terms, and the state fee is $35. It follows the same pattern as the LLC notice: name, jurisdiction, authorization date, a statement that it is withdrawing, the revoked agent and the Secretary of State appointed in its place, and the addresses for process.
Before you withdraw
Check three things first. File any annual report that is already due, since an unpaid report does not disappear when the company leaves. The Division of Corporations does not handle Florida tax filings. And tell the registered agent, because the notice ends the agent's authority to accept service.
Why withdrawal notices come back
- The company name does not match the department's record.
- The service statement or the mailing and email addresses are missing.
- Nobody with authority signed the notice.
- The fee is short or the payment is made out to the wrong name.
Having us file the notice of withdrawal
Tell us the document number
It is on the acknowledgment letter and in the Sunbiz record.
Clear any annual report
File what is due so the withdrawal is not held up by an open item.
We prepare the notice
Name, jurisdiction, authorization date and the service statements.
An authorized person signs
We send it for signature.
We file it
With the $25 fee, and return the filed notice to you.
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 Florida
Is withdrawal the same as dissolving the LLC?
No. Withdrawal ends only the Florida authority. Dissolving the LLC happens in its home state.
Does the notice have to name an effective date?
The certificate of authority is cancelled when the notice becomes effective under section 605.0207. If the effective date matters to you, tell us the date you want and we will check it against that rule.
What if I never withdraw?
The annual report stays due each year, at $138.75 on time or $538.75 late, and the unfiled report leads to revocation.
$199, Florida fee at cost
Qualify in Florida
Florida
$199
+ $125 Division of Corporations fee
- Form CR2E027 for an LLC or Form CR2E007 for a corporation, completed for you
- Your home state's certificate of existence, which we order so it is dated inside the window
- Sent to the Division of Corporations in Tallahassee
- A Florida registered agent: ours, or one you have already
- The filed authorization and your first annual report date
- Renewal: after the first year, the agent service renews at $149 a year
Our fee and the Florida fee appear on separate lines at checkout. The state fee is not marked up. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources for this page
- Florida Division of Corporations, LLC fees
- Florida Division of Corporations, Form CR2E027 instructions (foreign LLC)
- Florida Division of Corporations, Form CR2E007 (foreign corporation)
- Florida Statutes 605.0902 (application for certificate of authority)
- Florida Division of Corporations, corporate fees
- Florida Statutes 605.0910 (withdrawal and cancellation of certificate of authority)
- Florida Statutes 607.1520 (withdrawal of foreign corporation)
Bringing your company into Florida?
Order in a few minutes. We gather the certificate, complete the application and file it for you.