Section 807. Termination of existence  


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  • 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  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  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 may be changed by filing with the department of  state  a
      certificate  of  amendment  under  section  eight  hundred  four of this
      article.