New Jersey Statutes - Title 14A Corporations, General - 14A:13-8 Withdrawal of foreign corporation
(1) A foreign corporation authorized to transact business in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such a certificate of withdrawal, such foreign corporation shall file in the office of the Secretary of State an application for withdrawal executed on behalf of the corporation setting forth
(a) the name of the corporation and the jurisdiction of its incorporation;
(b) that the corporation is not transacting business in this State;
(c) that the corporation surrenders its authority to transact business in this State; and
(d) a post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on him.
(2) Upon the filing of the application for withdrawal, the Secretary of State shall issue to the corporation a certificate of withdrawal, whereupon
(a) the authority of the corporation to transact business in this State shall cease;
(b) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked;
(c) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on such corporation by service thereof on the Secretary of State or the chief clerk in his office; and
(d) the Secretary of State shall be charged with such duties and shall be entitled to receive such fees with respect to any process which may be served hereunder on him or the chief clerk of his office, as are provided in N.J.S. sections 2A:15-26 to 2A:15-30.
(3) The post-office address specified in paragraph 14A:13-8(1)(d) may be changed from time to time by filing in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth
(a) the name of the foreign corporation;
(b) the jurisdiction of its incorporation;
(c) the date of the issuance of its certificate of withdrawal by the Secretary of State; and
(d) the changed post-office address.
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Last modified: February 13, 2012