§ 57C-7-12. Withdrawal of limited liability company by reason of a merger, consolidation, or conversion. - North Carolina Statutes

§ 57C‑7‑12. Withdrawal of limited liability company by reason of a merger, consolidation,or conversion.

(a)        Whenever a foreignlimited liability company authorized to transact business in this State ceasesits separate existence as a result of a statutory merger, consolidation, orconversion permitted by the laws of the state or country under which it wasformed, or converts into another type of entity as permitted by those laws, thesurviving or resulting entity shall apply for a certificate of withdrawal forthe foreign limited liability company by delivering to the Secretary of Statefor filing a copy of the articles of merger, consolidation, or conversion or acertificate reciting the facts of the merger, consolidation, or conversion,duly authenticated by the Secretary of State or other official having custodyof limited liability company records in the state or country under the laws ofwhich the foreign limited liability company was formed. If the surviving orresulting entity is not authorized to transact business or conduct affairs inthis State, the articles or certificate must be accompanied by an applicationwhich must set forth:

(1)        The name of theforeign limited liability company authorized to transact business in thisState, the type of entity and name of the surviving or resulting entity, and astatement that the surviving or resulting entity is not authorized to transactbusiness or conduct affairs 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 business transacted inthis State, during the time the foreign limited liability company wasauthorized to transact business in this State, may thereafter be made byservice thereof on the Secretary 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 limited liability company is effective, service ofprocess on the Secretary of State in accordance with subsection (a) of thissection shall be made by delivering to and leaving with the Secretary of State,or with any clerk authorized by the Secretary of State to accept service ofprocess, duplicate copies of process and the fee required by G.S. 57C‑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 surviving or resultingentity at the mailing address designated pursuant to subsection (a) of thissection. (1993,c. 354, s. 1; 1999‑369, s. 3.6; 2000‑140, s. 101(i); 2001‑387,ss. 88, 89; 2001‑487, s. 62(k).)