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Code · New Jersey · Title 15A — Corporations, Nonprofit · Chapter 13

15A:13-8. Withdrawal of foreign corporation

437 words·~2 min read·/nj/title-15a/chapter-13/15a-13-8·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

a. A foreign corporation authorized to conduct activities in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall file in the office of the Secretary of State an original and a copy of an application for withdrawal, executed on behalf of the corporation, setting forth:
(1)the name of the corporation and the jurisdiction of its incorporation;
(2)that the corporation is not conducting activities in this State;
(3)that the corporation surrenders its authority to conduct activities in this State; and
(4)a post-office or street address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State.
b. Upon the filing of the original and the copy of an application for withdrawal, the Secretary of State shall forward the copy to the Attorney General and shall issue to the corporation a certificate of withdrawal, whereupon:
(1)the authority of the corporation to conduct activities in this State shall cease;
(2)the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked;
(3)the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on the corporation by service thereof on the Secretary of State or the person designated by the Secretary of State; and
(4)the Secretary of State shall be charged with the duties and shall be entitled to receive fees with respect to any process which may be served hereunder on the Secretary of State or the chief clerk of the office of the Secretary of State, as is provided in N.J.S. 2A:15-26 to 2A:15-30.
c. The post-office address specified in paragraph
(4)of subsection a. of this section may be changed from time to time by filing in the office of the Secretary of State an original and a copy of a certificate executed on behalf of the corporation setting forth:
(1)the name of the foreign corporation;
(2)the jurisdiction of its incorporation;
(3)the date of the issuance of its certificate of withdrawal by the Secretary of State; and
(4)the changed post-office address.
The Secretary of State shall forward the copy of the certificate to the Attorney General.
L.1983, c. 127, s. 15A:13-8, eff. Oct. 1, 1983.
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