N.Y. Limited Liability Company Law § 807: Termination of existence

§ 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 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 and/or email address may be changed by filing with the

department of state a certificate of amendment under section eight

hundred four of this article.