Legislation
SECTION 1311
Termination of existence
Business Corporation (BSC) CHAPTER 4, ARTICLE 13
§ 1311. Termination of existence.
When an authorized foreign corporation is dissolved or its authority
or existence is otherwise terminated or cancelled in the jurisdiction of
its incorporation or when such foreign corporation is merged into or
consolidated with another foreign corporation, a certificate of the
secretary of state, or official performing the equivalent function as to
corporate records, of the jurisdiction of incorporation of such foreign
corporation attesting to the occurrence of any such event or a certified
copy of an order or decree of a court of such jurisdiction directing the
dissolution of such foreign corporation, the termination of its
existence or the cancellation of its authority shall be delivered to the
department of state. The filing of the certificate, order or decree
shall have the same effect as the filing of a certificate of surrender
of authority under section 1310 (Surrender of authority). The secretary
of state shall continue as agent of the foreign corporation upon whom
process against it may be served in the manner set forth in paragraph
(b) of section 306 (Service of process), in any action or special
proceeding based upon any liability or obligation incurred by the
foreign corporation within this state prior to the filing of such
certificate, order or decree and he or she shall promptly cause a copy
of any such process to be mailed by certified mail, return receipt
requested, to such foreign corporation at the post office address on
file in his or her office specified for such purpose or a notice of the
fact that process against such foreign corporation has been served on
him or her to be emailed to the foreign corporation at the email address
on file in his or her office specified for such purpose. The post office
address and/or email address may be changed by signing and delivering to
the department of state a certificate of change setting forth the
statements required under section 1309-A (Certificate of change;
contents) to effect a change in the post office address and/or email
address under subparagraph (a) (7) or (10) of section 1308 (Amendments
or changes).
When an authorized foreign corporation is dissolved or its authority
or existence is otherwise terminated or cancelled in the jurisdiction of
its incorporation or when such foreign corporation is merged into or
consolidated with another foreign corporation, a certificate of the
secretary of state, or official performing the equivalent function as to
corporate records, of the jurisdiction of incorporation of such foreign
corporation attesting to the occurrence of any such event or a certified
copy of an order or decree of a court of such jurisdiction directing the
dissolution of such foreign corporation, the termination of its
existence or the cancellation of its authority shall be delivered to the
department of state. The filing of the certificate, order or decree
shall have the same effect as the filing of a certificate of surrender
of authority under section 1310 (Surrender of authority). The secretary
of state shall continue as agent of the foreign corporation upon whom
process against it may be served in the manner set forth in paragraph
(b) of section 306 (Service of process), in any action or special
proceeding based upon any liability or obligation incurred by the
foreign corporation within this state prior to the filing of such
certificate, order or decree and he or she shall promptly cause a copy
of any such process to be mailed by certified mail, return receipt
requested, to such foreign corporation at the post office address on
file in his or her office specified for such purpose or a notice of the
fact that process against such foreign corporation has been served on
him or her to be emailed to the foreign corporation at the email address
on file in his or her office specified for such purpose. The post office
address and/or email address may be changed by signing and delivering to
the department of state a certificate of change setting forth the
statements required under section 1309-A (Certificate of change;
contents) to effect a change in the post office address and/or email
address under subparagraph (a) (7) or (10) of section 1308 (Amendments
or changes).