Withdrawing a foreign LLC from Michigan with Form 761

The statute says the foreign LLC may withdraw on receiving a certificate of withdrawal from the administrator, and to get one it files an application that sets forth 6 things. The name and the home jurisdiction. That the LLC is not transacting business in Michigan. That it surrenders its authority. That it revokes the resident agent's authority and consents to service on the administrator for claims arising here while it was authorized. An address to which the administrator mails process. And other information needed to assess unpaid fees.

Treasury's Tax Clearance Division handles clearance for a withdrawing LLC, and the request belongs within 60 days after the withdrawal application goes in. The step is easy to miss, and Treasury, not the Bureau, issues the clearance.

Keeping the certificate costs $25 a year. Withdrawing costs $10, and returning later costs $50 for a new certificate of authority. For an LLC that will not return, withdrawing is the cheaper path. For one that may be back within a year or two, run the numbers. An LLC that skips its statements for two years loses good standing anyway.

A withdrawal is a document about an existing entity, so expedited review is priced higher than for a new certificate: 24 hours is $100 and the same day $200. A separate CSCL/CD-272 goes with each request, and the fee comes on top of the $10 filing fee.

The annual statement falls due February 15, so withdraw once the Michigan work has really ended and before the next February 15 if possible. An LLC that withdraws in January avoids a statement it would otherwise owe a month later. One that withdraws in March after a missed February 15 has a $50 penalty to explain.

An LLC that skipped its annual statements and has lost good standing should tell us before it withdraws. The application for withdrawal asks for information the Bureau needs to determine and assess unpaid fees, so the unpaid statements come first.