2005 North Carolina Code - General Statutes § 57C-7-14. Revocation of certificate of authority.

§ 57C‑7‑14.  Revocation of certificate of authority.

(a)       The Secretary of State may administratively revoke the certificate of authority of a foreign limited liability company authorized to transact business in this State if the Secretary of State determines that:

(1)       The foreign limited liability company has not paid, within 60 days after they are due, any penalties, fees, or other payments due under this Chapter;

(2)       The foreign limited liability company has not delivered its annual report to the Secretary of State on or before the date it is due;

(3)       The foreign limited liability company has been without a registered agent or a registered office in this State for 60 days or more;

(4)       The foreign limited liability company does not inform the Secretary of State as required by this Chapter that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;

(5)       An organizer, member, manager, or agent of the foreign limited liability company has signed a document that he knew was false in any material respect with the intent the document be delivered to the Secretary of State for filing;

(6)       The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is organized stating that it has been dissolved or has ceased to exist as the result of a merger or otherwise; or

(7)       The limited liability company is exceeding the authority conferred upon it by this Chapter.

(b)       If the Secretary of State determines that one or more grounds exist under this section for revocation of the certificate of authority, the Secretary of State shall mail the foreign limited liability company written notice of his determination. If, within 60 days after notice is mailed, a foreign limited liability company does not correct each ground for revocation, or demonstrate to the reasonable satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall revoke the foreign limited liability company's certificate of authority by signing a certificate of revocation that recites the ground or grounds for the revocation, shall file the certificate of revocation, and shall mail a copy to the foreign limited liability company. The authority of the foreign limited liability company to transact business in this State shall cease on the date the certificate of authority is revoked by the filing of the certificate of revocation by the Secretary of State.

(c)       Upon the revocation of a foreign limited liability company's certificate of authority, the Secretary of State shall become the foreign limited liability company's agent for service of process in any proceeding based on a 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. The Secretary of State shall then proceed in accordance with G.S. 55D‑33.

(d)       A foreign limited liability company may appeal the Secretary of State's revocation of its certificate of authority under the same procedures that a foreign corporation may appeal the revocation of its certificate of authority pursuant to G.S. 55‑15‑32 and G.S. 55‑15‑33. (1993, c. 354, s. 1; 2001‑358, s. 49(d); 2001‑387, ss. 173, 175(a); 2001‑413, s. 6.)