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

§ 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 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 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.