§ 55A-15-21. Withdrawal of foreign corporation by reason of a merger, consolidation, or conversion. - North Carolina Statutes

§ 55A‑15‑21. Withdrawal of foreign corporation by reason of a merger, consolidation, orconversion.

(a)        Whenever a foreigncorporation authorized to conduct affairs in this State ceases its separateexistence as a result of a statutory merger or consolidation permitted by thelaws of the state or country under which it was incorporated, or converts intoanother entity as permitted by those laws, the surviving or resulting entityshall apply for a certificate of withdrawal for the foreign corporation by deliveringto the Secretary of State for filing a copy of the articles of merger,consolidation, or conversion or a certificate reciting the facts of the merger,consolidation, or conversion duly authenticated by the secretary of state orother official having custody of corporate records in the state or countryunder the laws of which the foreign corporation was incorporated. If thesurviving or resulting entity is not authorized to conduct affairs or transactbusiness in this State, the articles or certificate shall be accompanied by anapplication which must set forth:

(1)        The name of theforeign corporation authorized to conduct affairs in this State, the type ofentity and the name of the surviving or resulting entity, and a statement thatthe surviving or resulting entity is not authorized to conduct affairs ortransact business in this State;

(2)        A statement that thesurviving or resulting entity consents that service of process based upon anycause of action arising in this State, or arising out of affairs conducted inthis State, during the time the foreign corporation was authorized to conductaffairs in this State may thereafter be made by service thereof on theSecretary of State;

(3)        A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under subdivision (a)(2) of this section; and

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

(b)        If the Secretary ofState finds that the articles or certificate and the application forwithdrawal, if required, conform to law the Secretary of State shall:

(1)        Endorse on thearticles or certificate and the application for withdrawal, if required, theword "filed", and the hour, day, month, and year of filing thereof;

(2)        File the articles orcertificate and the application, if required;

(3)        Issue a certificateof withdrawal; and

(4)        Send to thesurviving or resulting entity or its representative the certificate ofwithdrawal, together with the exact or conformed copy of the application, ifrequired, affixed thereto.

(c)        After thewithdrawal of the foreign corporation is effective, service of process on theSecretary of State in accordance with subsection (a) 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 registeredor certified mail, return receipt requested, to the foreign corporation at themailing address designated pursuant to subsection (a) of this section. (1993, c. 398, s. 1; 1999‑369,s. 2.8; 2001‑387, ss. 46, 47; 2001‑487, s. 62(g).)