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This entry was published on 2023-01-06
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Termination of existence
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 8
§ 807. Termination of existence. When a foreign limited liability
company that has received a certificate of authority is dissolved or its
authority to conduct its business or existence is otherwise terminated
or canceled in the jurisdiction of its formation or when such foreign
limited liability company is merged into or consolidated with another
foreign limited liability company, (a) a certificate of the secretary of
state or official performing the equivalent function as to limited
liability company records in the jurisdiction of organization of such
limited liability company attesting to the occurrence of any such event
or (b) a certified copy of an order or decree of a court of such
jurisdiction directing the dissolution of such foreign limited liability
company, the termination of its existence or the surrender 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 eight
hundred six of this article. The secretary of state shall continue as
agent of the foreign limited liability company upon whom process against
it may be served in the manner set forth in article three of this
chapter, in any action or proceeding based upon any liability or
obligation incurred by the foreign limited liability company within this
state prior to the filing of such certificate, order or decree. The post
office address and/or email address may be changed by filing with the
department of state a certificate of amendment under section eight
hundred four of this article.