§ 55-15-20. Withdrawal of foreign corporation.
Part 2. Withdrawal.
§ 55‑15‑20. Withdrawal of foreign corporation.
(a) A foreigncorporation authorized to transact business in this State may not withdraw fromthis State until it obtains a certificate of withdrawal from the Secretary ofState.
(b) A foreigncorporation authorized to transact business in this State may apply for acertificate of withdrawal by delivering an application to the Secretary ofState for filing. The application must set forth:
(1) The name of theforeign corporation and the name of the state or country under whose law it isincorporated;
(2) That it is nottransacting business in this State and that it surrenders its authority totransact business in this State;
(3) That the corporationrevokes the authority of its registered agent to accept service of process andconsents that service of process in any action or proceeding based upon anycause of action arising in this State, or arising out of business transacted inthis State, during the time the corporation was authorized to transact businessin this State may thereafter be made on such corporation by service thereof onthe Secretary of State;
(4) A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under subdivision (3); and
(5) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.
(b1) If the Secretary ofState finds that such application conforms to law, he shall:
(1) Endorse on theapplication and an exact or conformed copy thereof the word "filed",and the hour, day, month and year of the filing thereof;
(2) File the applicationin his office;
(3) Issue a certificateof withdrawal to which he shall affix the exact or conformed copy of theapplication; and
(4) Send to the foreigncorporation or its representative the certificate of withdrawal together withthe exact or conformed copy of the application affixed thereto.
(c) After thewithdrawal of the foreign corporation is effective, service of process on theSecretary of State in accordance with subsection (b) of this section shall bemade by delivering to and leaving with the Secretary of State, or with anyclerk authorized by the Secretary of State to accept service of process,duplicate copies of the process and the fee required by G.S. 55‑1‑22(b).Upon receipt of process in the manner provided in this subsection, theSecretary of State shall immediately mail a copy of the process by registeredor certified mail, return receipt requested, to the foreign corporation at themailing address designated pursuant to subsection (b) of this section. (1955, c. 1371, s. 1; 1973,c. 476, s. 193; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.23;2001‑387, ss. 29, 30.)