§ 55A-15-20. Withdrawal of foreign corporation. - North Carolina Statutes

Part 2. Withdrawal.

§ 55A‑15‑20. Withdrawal of foreign corporation.

(a)        A foreigncorporation authorized to conduct affairs in this State shall not withdraw fromthis State until it obtains a certificate of withdrawal from the Secretary ofState.

(b)        A foreigncorporation authorized to conduct affairs in this State may apply for acertificate of withdrawal by delivering an application to the Secretary ofState for filing. The application shall 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 notconducting affairs in this State and that it surrenders its authority toconduct affairs 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 affairs conducted inthis State, during the time the corporation was authorized to conduct affairsin 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) of this subsection; and

(5)        A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.

(c)        If the Secretary ofState finds that the application conforms to law, the Secretary of State shall:

(1)        Endorse on the applicationand an exact or conformed copy thereof the word "filed", and thehour, day, month, and year of the filing thereof;

(2)        File the applicationin the Secretary of State's office;

(3)        Issue a certificateof withdrawal to which the Secretary of State shall affix the exact orconformed copy of the application; and

(4)        Send to the foreigncorporation or its representative the certificate of withdrawal together withthe exact or conformed copy of the application affixed thereto.

(d)        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 any clerkauthorized by the Secretary of State to accept service of process, duplicatecopies of the process and the fee required by G.S. 55A‑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 registered orcertified mail, return receipt requested, to the foreign corporation at themailing address designated pursuant to subsection (b) of this section. (1955, c. 1230; 1973, c. 476,s. 193; 1993, c. 398, s. 1; 1995, c. 400, s. 9; 2001‑387, ss. 44, 45.)