N.Y. Limited Liability Company Law Section 807
Termination of existence

When a foreign limited liability company that has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or canceled in the jurisdiction of its formation or when such foreign limited liability company is merged into or consolidated with another foreign limited liability company, (a) a certificate of the secretary of state or official performing the equivalent function as to limited liability company records in the jurisdiction of organization of such limited liability company attesting to the occurrence of any such event or (b) a certified copy of an order or decree of a court of such jurisdiction directing the dissolution of such foreign limited liability company, the termination of its existence or the surrender of its authority shall be delivered to the department of state. The filing of the certificate, order or decree shall have the same effect as the filing of a certificate of surrender of authority under § 806 (Surrender of certificate of authority)section eight hundred six of this article. The secretary of state shall continue as agent of the foreign limited liability company upon whom process against it may be served in the manner set forth in article 3 (Service of Process)article three of this chapter, in any action or proceeding based upon any liability or obligation incurred by the foreign limited liability company within this state prior to the filing of such certificate, order or decree. The post office address and/or email address may be changed by filing with the department of state a certificate of amendment under § 804 (Amendments to application for authority)section eight hundred four of this article.

Source: Section 807 — Termination of existence, https://www.­nysenate.­gov/legislation/laws/LLC/807 (updated Jan. 6, 2023; accessed Nov. 29, 2025).

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Verified:
Nov. 29, 2025

Last modified:
Jan. 6, 2023

§ 807. Termination of existence's source at nysenate​.gov

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