Section 1311. Termination of existence  


Latest version.
  • When  an  authorized foreign corporation is dissolved or its authority
      or existence is otherwise terminated or cancelled in the jurisdiction of
      its incorporation or when such foreign corporation  is  merged  into  or
      consolidated  with  another  foreign  corporation,  a certificate of the
      secretary of state, or official performing the equivalent function as to
      corporate records, of the jurisdiction of incorporation of such  foreign
      corporation attesting to the occurrence of any such event or a certified
      copy of an order or decree of a court of such jurisdiction directing the
      dissolution   of  such  foreign  corporation,  the  termination  of  its
      existence or the cancellation 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 section 1310 (Surrender of authority). The  secretary
      of  state  shall  continue as agent of the foreign corporation upon whom
      process against it may be served in the manner set  forth  in  paragraph
      (b)  of  section  306  (Service  of  process),  in any action or special
      proceeding based upon  any  liability  or  obligation  incurred  by  the
      foreign  corporation  within  this  state  prior  to  the filing of such
      certificate, order or decree and he shall promptly cause a copy  of  any
      such  process to be mailed by registered mail, return receipt requested,
      to such foreign corporation at the post office address on  file  in  his
      office  specified  for  such  purpose.  The  post  office address may be
      changed  by  signing  and  delivering  to  the  department  of  state  a
      certificate  of  change  setting  forth  the  statements  required under
      section 1309-A (Certificate of change; contents) to effect a  change  in
      the  post  office  address  under  subparagraph  (a) (4) of section 1308
      (Amendments or changes).