Legislation
SECTION 806
Surrender of certificate of authority
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 8
§ 806. Surrender of certificate of authority. (a) A foreign limited
liability company may surrender its certificate of authority by filing
with the department of state a certificate entitled "Certificate of
surrender of authority of... (name of foreign limited liability company)
under section eight hundred six of the Limited Liability Company Law"
signed by an authorized person, or by a trustee, receiver or other
person authorized by law to wind up such limited liability company. The
authority of the foreign limited liability company to do business in
this state shall terminate on such filing of the certificate of
surrender of authority. A surrender shall not terminate the authority of
the secretary of state to accept service of process on the foreign
limited liability company with respect to causes of action arising out
of doing business in this state.
(b) The certificate of surrender of authority shall set forth:
(1) the name of the foreign limited liability company as it appears on
the index of names of existing domestic and authorized foreign limited
liability companies of any type or kind in the department of state, and
the fictitious name the foreign limited liability company has agreed to
use in this state pursuant to section eight hundred two of this article;
(2) the jurisdiction where it was organized;
(3) the date on which its certificate of authority to do business in
this state was filed with the department of state;
(4) that it surrenders its authority to do business in this state;
(5) that it revokes the authority of its registered agent, if any,
previously designated, and that it consents that process against it in
any action or special proceeding based upon any liability or obligation
incurred by it within this state before the filing of the certificate of
surrender may be served on the secretary of state in the manner set
forth in article three of this chapter; and
(6) a post office address within or without this state to which the
secretary of state shall mail a copy of any process against it served
upon him or her. The limited liability company may include an email
address to which the secretary of state shall email a notice of the fact
that process against it has been electronically served upon him or her.
liability company may surrender its certificate of authority by filing
with the department of state a certificate entitled "Certificate of
surrender of authority of... (name of foreign limited liability company)
under section eight hundred six of the Limited Liability Company Law"
signed by an authorized person, or by a trustee, receiver or other
person authorized by law to wind up such limited liability company. The
authority of the foreign limited liability company to do business in
this state shall terminate on such filing of the certificate of
surrender of authority. A surrender shall not terminate the authority of
the secretary of state to accept service of process on the foreign
limited liability company with respect to causes of action arising out
of doing business in this state.
(b) The certificate of surrender of authority shall set forth:
(1) the name of the foreign limited liability company as it appears on
the index of names of existing domestic and authorized foreign limited
liability companies of any type or kind in the department of state, and
the fictitious name the foreign limited liability company has agreed to
use in this state pursuant to section eight hundred two of this article;
(2) the jurisdiction where it was organized;
(3) the date on which its certificate of authority to do business in
this state was filed with the department of state;
(4) that it surrenders its authority to do business in this state;
(5) that it revokes the authority of its registered agent, if any,
previously designated, and that it consents that process against it in
any action or special proceeding based upon any liability or obligation
incurred by it within this state before the filing of the certificate of
surrender may be served on the secretary of state in the manner set
forth in article three of this chapter; and
(6) a post office address within or without this state to which the
secretary of state shall mail a copy of any process against it served
upon him or her. The limited liability company may include an email
address to which the secretary of state shall email a notice of the fact
that process against it has been electronically served upon him or her.