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BCA 13.45 Application for Withdrawal & Final Report

Instructions for completing the Foreign Corporation Application for Withdrawal and Final Report

This topic will address the following questions:

  • Why should I withdraw instead of letting my company go by not filing my annual report?
  • What are the consequences of not formally winding up my company with the State?
  • Will the withdrawal cancel my registered agent responsibility?
  • What if I want to withdraw and did not file my annual report?
  • What happens if I just let my company go and not file the withdrawal or annual report?
BCA 13.45 Form

Background:

Withdrawing your entity effectively cancels your authority to do business in Illinois.  It releases you from further accrual of franchise tax and penalties, and relives your company from the statutory requirement of maintaining a registered agent in Illinois.  The Application of Withdrawal when accepted by the State puts the world on notice that any correspondence or service of process should be directed to the State of Illinois on behalf of the corporation.

Withdrawals will only be accepted when the Corporation is in good standing in Illinois.  If you failed to file the annual report in a timely manner, the State will reject your filings.  In the event your company is not in good standing, you will need to file the appropriate documents, and pay the appropriate fees required to bring the corporation back into good standing and then the corporation can withdraw from the State.

Consequences of letting your company be administratively dissolved and eventually revoked may incur additional penalties, interest and franchise tax, and other liabilities — some of which could extend to you personally.  Another consideration is that your company could be a target for business identity theft which can threaten the personal liability protection afforded by the company’s structure, making you liable for any debts incurred by the identity theft. 

BCA 13.45 Instructions:

Numbered items in the article below correspond to the numbered questions on the form.   Unless indicated as optional, all questions must be completed.

  1. Corporation’s legal name with designation (Inc., corp., Ltd, incorporated)
  1. List the State of original incorporation.
  1. Insert the mailing address for the Corporation where service of process can be served by the State of Illinois.
  1. This is an attestation (fact) that no portion of the corporation’s issued shares are represented by business transacted or property located in Illinois.
  2. This is an attestation (fact) that the corporation surrenders its authority to do business in Illinois.
  1. This is an attestation (fact) that the corporation revokes the authority of its registered agent in Illinois to accept service of process and state correspondence, and, that the corporation allows the State of Illinois to deliver Service of process to the Corporation for any action against the Corporation during the time of its existence in the State of Illinois.
  1. (a) if the issued shares are the same as when you qualified to do business in Illinois, you can mark this field with N/A.  If the issued shares have changed and were not reported on form BCA 14.30 (cumulative report of changes in issued shares), include the date of the issuance or contribution, the class (if any) the par value per share, the number of issued shares and the consideration received.  If there was an increase in paid in capital, franchise tax must be paid from the date of issuance of those shares prior to the withdrawal to be accepted.
  1. (B) If there was a cancellation of shares that were not previously reported on BCA 14.30 form, list the date of cancellation, the class (if any), and the number of shares canceled and the cost associated with the cancellation.  If the shares have not changed from the date of authority, place N/A in this field.

  2. List the issued shares at the date of execution of this document, including Class (common/preferred), Series (if any), Par Value and number of shares issued.
  1. List the paid in capital at the time of execution of this document.  If unsure where to find this, review the application for authority submitted when you qualified to do business in Illinois, or it can be found on Schedule L of the most recently executed 1120 form.
  1. This form must be signed by an authorized officer, with printed name and title below and the date of the execution of this document.

Form and payment of $25.00 can be mailed to the Secretary of State, Department of Business Services, 501 S. Second Street. Room 350, Springfield, IL 62756