N.Y. Limited Liability Company Law Section 806
Surrender of certificate of authority


(a)

A foreign limited liability company may surrender its certificate of authority by filing with the department of state a certificate entitled “Certificate of surrender of authority of... (name of foreign limited liability company) under section eight hundred six of the Limited Liability Company Law” signed by an authorized person, or by a trustee, receiver or other person authorized by law to wind up such limited liability company. The authority of the foreign limited liability company to do business in this state shall terminate on such filing of the certificate of surrender of authority. A surrender shall not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of doing business in this state.

(b)

The certificate of surrender of authority shall set forth:

(1)

the name of the foreign limited liability company as it appears on the index of names of existing domestic and authorized foreign limited liability companies of any type or kind in the department of state, and the fictitious name the foreign limited liability company has agreed to use in this state pursuant to § 802 (Application for authority)section eight hundred two of this article;

(2)

the jurisdiction where it was organized;

(3)

the date on which its certificate of authority to do business in this state was filed with the department of state;

(4)

that it surrenders its authority to do business in this state;

(5)

that it revokes the authority of its registered agent, if any, previously designated, and that it consents that process against it in any action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of state in the manner set forth in article 3 (Service of Process)article three of this chapter; and

(6)

a post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her. The limited liability company may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her.

Source: Section 806 — Surrender of certificate of authority, https://www.­nysenate.­gov/legislation/laws/LLC/806 (updated Jan. 6, 2023; accessed Jun. 22, 2024).

Accessed:
Jun. 22, 2024

Last modified:
Jan. 6, 2023

§ 806’s source at nysenate​.gov

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