(a) A foreign LLC authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign LLC authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must state the following:
(1) The name of the foreign LLC and if different the name provided in the foreign LLC's certificate of authority that the foreign LLC is authorized to use to transact business in this State.
(2) The name of the jurisdiction under whose law it is organized.
(3) That the foreign LLC is not transacting business in this State and that it surrenders its authority to transact business in this State.
(4) That the foreign LLC revokes the authority of its registered agent to accept service of process and consents to service of process in any proceeding based on any cause of action arising in this State, or arising out of business transacted in this State, during the time the foreign LLC was authorized to transact business in this State, being made on such foreign LLC by service thereof on the Secretary of State.
(5) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under subdivision (4) of this subsection.
(6) A commitment to deliver to the Secretary of State for filing a statement of any subsequent change in its mailing address.
(c) If the Secretary of State finds that the application conforms to law, the Secretary of State shall do the following:
(1) File the application for the certificate of withdrawal as provided in G.S. 55D-15.
(2) Issue a certificate of withdrawal to which the Secretary of State shall affix the exact or conformed copy of the application.
(3) Send to the foreign LLC or its representative the certificate of withdrawal together with the exact or conformed copy of the application affixed thereto.
(d) After the withdrawal of the foreign LLC is effective, service of process on the Secretary of State in accordance with subsection (b) of this section may be made by delivering to the Secretary of State, or to any clerk authorized by the Secretary of State to accept service of process, duplicate copies of that process and the fee required by G.S. 57D-1-22(b). Upon receipt of process in the manner provided in this subsection, the Secretary of State shall mail a copy of the process by registered or certified mail, return receipt requested, to the foreign LLC at the mailing address designated pursuant to subsection (b) of this section. (2013-157, s. 2.)
Last modified: March 23, 2014