Legislation
SECTION 1312
Termination of existence
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 13
§ 1312. 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 1311 (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 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 the 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 1310 (Certificate of change; contents) to effect a change
in the post office address and/or email address under subparagraph (a)
(7) 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 1311 (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 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 the 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 1310 (Certificate of change; contents) to effect a change
in the post office address and/or email address under subparagraph (a)
(7) of section 1308 (Amendments or changes).