2009 North Carolina Code
Chapter 57C - North Carolina Limited Liability Company Act.
§ 57C-7-11. Withdrawal of foreign limited liability company.

§ 57C‑7‑11.  Withdrawal of foreign limited liability company.

(a)        A foreign limited liability company 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 limited liability company 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 set forth:

(1)        The name of the foreign limited liability company and the name of the state or country under whose law it is formed;

(2)        That it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3)        That the foreign limited liability company revokes the authority of its registered agent to accept service of process and consents that service of process in any action or proceeding based upon any cause of action arising in this State, or arising out of business transacted in this State, during the time the foreign limited liability company was authorized to transact business in this State, may thereafter be made on such foreign limited liability company by service thereof on the Secretary of State;

(4)        A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under subdivision (3) of this subsection; and

(5)        A commitment to file with the Secretary of State 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:

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

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

(3)        Issue a certificate of withdrawal to which the Secretary of State shall affix the exact or conformed copy of the application; and

(4)        Send to the foreign limited liability company 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 limited liability company is effective, service of process on the Secretary of State in accordance with subsection (b) of this section 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 of process, duplicate copies of that process and the fee required by G.S. 57C‑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 limited liability company at the mailing address designated pursuant to subsection (b) of this section. (1993, c. 354, s. 1; 2001‑387, ss. 86, 87.)