Delaware Division of Foreign Corporations – Certificate of Withdrawal Guide

Delaware Foreign Corporation Withdrawal Guide

When a foreign corporation no longer wishes to conduct business in Delaware, it must formally withdraw its authority through the Delaware Division of Corporations. This requires filing an official Certificate of Withdrawal, paying the required state fees, and ensuring all taxes are fully satisfied. The guide below explains every step of the process based on Delaware’s official filing instructions.

1. State Requirements Before Filing the Withdrawal

Before the Delaware Division of Corporations will process a Certificate of Withdrawal, your foreign corporation must meet several mandatory requirements. Completing these items in advance helps prevent delays and ensures the filing is accepted without issue.

Pay All Outstanding Taxes

Delaware requires all outstanding taxes owed by the foreign corporation to be paid before the Certificate of Withdrawal can be processed. The Division recommends contacting the Franchise Tax Section directly to confirm your exact tax balance. This prevents unexpected rejections caused by unpaid obligations.

Prepare Filing Fee

The standard filing fee for a foreign corporation’s Certificate of Withdrawal is $175. Payment must accompany the filing and must be issued as a check payable to:“Delaware Secretary of State.” Expedited services are available for an additional fee if you need faster processing.

Include a Proper Cover Letter

Delaware strongly encourages attaching a cover letter with every filing.
Your cover letter should include:

Name of the submitting party
Mailing address
Telephone or fax number

This allows the Division to contact you quickly if your filing needs corrections, which helps avoid unnecessary delays.

State Requirements Before Filing the Withdrawal

2. Required Information for the Certificate of Withdrawal

To successfully withdraw a foreign corporation from Delaware, the Certificate of Withdrawal must be completed with precise, fully detailed information. Delaware reviews these filings closely, and any missing or incorrect data can delay or prevent approval.

Corporate Legal Name

You must provide the corporation’s exact legal name, exactly as it appears in its original formation documents. Spelling, punctuation, abbreviations, and capitalization must match perfectly. Even a minor discrepancy such as an omitted comma or an incorrect suffix—can result in processing delays. This ensures Delaware correctly identifies the entity and updates its records accordingly.

Home State of Incorporation

The form requires the state or country where the corporation was originally incorporated. This confirms that the corporation is still valid and active in its home jurisdiction. Listing the correct incorporation state also helps Delaware coordinate future legal notices or record-related requests.

Statement of Withdrawal

A foreign corporation must formally declare that it:

Voluntarily withdraws its authority to transact business in Delaware, and
Surrenders its legal authority previously granted by the state.

This withdrawal statement must reflect an official corporate decision, typically approved by the board of directors or in accordance with the company’s governing documents. This declaration clearly notifies Delaware that the corporation no longer wishes to maintain its foreign registration.

Service of Process Address

Delaware requires a valid mailing address where the Division can send any legal process, notices, or future correspondence related to the corporation.

Street number
Street name
City
State or country
ZIP code

This ensures the corporation can still receive legal documents tied to activities that occurred while it was authorized in Delaware.

Authorized Officer Execution

The Certificate of Withdrawal must be signed by an authorized officer of the corporation. Delaware also requires:

The officer’s name to be typed or printed clearly beneath the signature
The title or capacity of the officer to be stated (e.g., President, Secretary, Vice President)
The signature itself to be legible and properly executed

These execution requirements help Delaware verify the authority of the individual signing the form. Signatures that are unclear, missing titles, or lack a printed name are common reasons filings are returned for correction.

3. Step-by-Step Filing Instructions for Foreign Corporations

Withdrawing a foreign corporation from Delaware involves several precise steps. Following each stage carefully ensures your filing is processed smoothly and prevents costly delays or rejections. Below is a detailed, easy-to-follow guide based directly on Delaware’s official requirements.

Step 1: Prepare and Review the Certificate of Withdrawal

Start by completing all fields on the Certificate of Withdrawal form. You must provide:

The exact legal name of the corporation
The home state or country of incorporation
A clear withdrawal and surrender statement
A complete service of process mailing address
An authorized officer’s signature, printed name, and title

Take time to review every entry for accuracy. Delaware frequently rejects forms with incorrect corporate names, incomplete addresses, or missing officer details. Double-checking your information before submission will help ensure the state can approve the withdrawal without requesting corrections.

Step 2: Verify Tax Compliance

Before submitting the form, confirm that all taxes owed to Delaware have been paid. Foreign corporations often overlook outstanding franchise tax balances, which prevents the state from processing the filing.

Delaware specifically recommends contacting the Franchise Tax Section to:

Verify any unpaid tax obligations
Confirm the exact amount due
Avoid delays caused by incomplete payments

This step is essential because the state will not proceed with the withdrawal until all tax obligations are satisfied.

Step 3: Prepare Your Cover Letter

Delaware strongly advises including a cover letter with your filing. The letter should clearly list:

Your name
Mailing address
Telephone or fax number

This information allows the Division of Corporations to contact you quickly if any clarification or correction is needed. A properly prepared cover letter can significantly speed up the approval process by eliminating communication delays.

Step-by-Step Filing Instructions for Foreign Corporations

Step 4: Submit the Filing + Payment

Once your form, taxes, and cover letter are ready, submit your complete package to the Delaware Division of Corporations. Your submission should include:

The completed Certificate of Withdrawal
A $175 filing fee, paid by check to “Delaware Secretary of State”
Any additional tax payments, if applicable
Your cover letter

Make sure your check is fully completed, signed, and written for the exact amount. Incorrect or incomplete payments are one of the most common reasons filings are returned.

After mailing the documents, you may choose expedited processing for an additional fee if you need faster turnaround.

Step 5: Receive the Official Certificate of Withdrawal

After reviewing and approving your filing, Delaware will issue an official certificate evidencing the withdrawal. This state-issued document confirms:

Your foreign corporation is formally withdrawn
The entity is no longer authorized to conduct business in Delaware
Future taxes or annual obligations in Delaware no longer apply

Store this certificate with your permanent corporate records. You may also need it when notifying other jurisdictions, finalizing tax matters, or closing bank or vendor accounts tied to the Delaware registration.

4. What Happens After Delaware Accepts the Withdrawal?

Once the Delaware Division of Corporations approves your Certificate of Withdrawal, your foreign corporation is officially removed from the state’s registry and is no longer authorized to conduct business in Delaware.

The state will mail an official certificate confirming the withdrawal to the address you provided on the form. From that point forward, the corporation no longer owes Delaware franchise taxes, annual report fees, or any ongoing state filing obligations.

However, the corporation must still comply with the laws of its home state of incorporation, as well as any requirements in other states where it remains active or registered. It is important to maintain copies of your withdrawal documentation, as you may need them later for tax filings, legal matters, or administrative verification.

5. Common Filing Mistakes to Avoid

Using an incorrect corporate name

Filing with a name that does not exactly match Delaware’s records whether due to missing punctuation, spacing differences, or incorrect abbreviations will cause the state to reject the withdrawal. Always verify the corporation’s official name before completing the form.

Submitting the filing before taxes and annual obligations are fully paid

Delaware will not process a withdrawal if outstanding franchise taxes or required filings remain incomplete. Ensuring all tax obligations are satisfied prevents delays and eliminates the risk of having your filing returned.

Leaving out the service of process mailing address

A complete address must be provided so Delaware can send future legal notices related to the corporation. Missing or incomplete address information is one of the most frequent errors on the form.

Failing to print or type the signer’s name under the signature

Delaware requires the authorized officer’s printed or typed name and title directly beneath the signature. Without this, the execution section is considered incomplete and the filing will be returned for correction.

Sending incorrect payment amounts or incomplete checks

The filing fee must match the exact amount required, and the check must be made payable to the “Delaware Secretary of State.” Errors in the fee or payment method are common and can delay the entire withdrawal process.

Common Filing Mistakes to Avoid

6. Why Work With FastFile – A Professional Filing Service?

Expert preparation that ensures your filing is 100% accurate

FastFile’s specialists understand Delaware’s exact formatting, execution, and documentation requirements. We review every detail corporate name, officer information, service of process address, and signature block to make sure your Certificate of Withdrawal is complete and error-free before submission.

Full compliance checks to prevent state rejections

Many withdrawals are delayed because taxes are unpaid or information is missing. FastFile verifies tax status, confirms fee accuracy, and ensures all Delaware rules are met. This reduces the risk of rejected filings and eliminates unnecessary back-and-forth with the state.

Professional preparation of your cover letter and filing package

Delaware requires a proper cover letter for communication during processing. FastFile prepares a clear, state-compliant cover letter and organizes your entire filing package, including payment, documents, and supporting materials.

Fast and reliable submission with tracking

We handle your filing directly with the Delaware Division of Corporations and track its progress until the withdrawal is officially approved. This gives you peace of mind knowing your paperwork is moving through the system efficiently.

Conclusion

Withdrawing a foreign corporation from Delaware is a formal legal process that requires accuracy, proper documentation, and full compliance with state requirements. By completing the Certificate of Withdrawal correctly, paying all outstanding taxes, and providing a valid service-of-process address, your corporation can smoothly terminate its authority in Delaware and avoid future obligations.