Section 1312. 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 1311 (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 1310 (Certificate of change, contents) to effect a change in the
      post   office  address  under  subparagraph  (a)  (4)  of  section  1308
      (Amendments or changes).