Section 351.596

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 1998   

  351.596.  Withdrawal of foreign corporation, procedure. — 1.  A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

  2.  A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing.  The application must set forth:

  (1)  The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

  (2)  That it is not transacting business in this state, and that it surrenders its authority to transact business in this state or that it will not be transacting business in this state because of a merger or dissolution and that it surrenders its authority to transact business in this state on a certain delayed effective date as provided for in subsection 2 of section 351.048;

  (3)  That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

  (4)  A mailing address to which the secretary of state may mail a copy of any process served on him pursuant to subdivision (3) of this subsection; and

  (5)  A commitment to notify the secretary of state for a period of five years after the effective date of the withdrawal of any change in its mailing address.

  3.  After the withdrawal of the corporation is effective, service of process on the secretary of state pursuant to this section is service on the foreign corporation.  Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth pursuant to subsection 2 of this section.

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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)