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This entry was published on 2023-01-06
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SECTION 1310
Surrender of authority
Business Corporation (BSC) CHAPTER 4, ARTICLE 13
§ 1310. Surrender of authority.

(a) An authorized foreign corporation may surrender its authority. A
certificate, entitled "Certificate of surrender of authority of ........
(name of corporation) under section 1310 of the Business Corporation
Law", shall be signed and delivered to the department of state. It shall
set forth:

(1) The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign corporations of any
type or kind in the department of state, division of corporations or,
the fictitious name the corporation has agreed to use in this state
pursuant to paragraph (d) of section 1301 of this chapter.

(2) The jurisdiction of its incorporation.

(3) The date it was authorized to do business in this 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 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 after the filing thereof in the
manner set forth in paragraph (b) of section 306 (Service of process).

(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 corporation 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.

(b) The department shall not file such certificate unless the consent
of the state tax commission to the surrender of authority is attached
thereto.

(c) The authority of the foreign corporation to do business in this
state shall terminate on the filing by the department of state of the
certificate of surrender of authority.

(d) The post office address and/or the email address specified under
subparagraph (6) of paragraph (a) of this section may be changed. A
certificate, entitled "Certificate of amendment of certificate of
surrender of authority of ........ (name of corporation) under section
1310 of the Business Corporation Law", shall be signed as provided in
paragraph (a) of this section and delivered to the department of state.
It shall set forth:

(1) The name of the foreign corporation.

(2) The jurisdiction of its incorporation.

(3) The date its certificate of surrender of authority was filed by
the department of state.

(4) The changed 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 and/or the changed 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.