10-11521

10-11521. Withdrawal by directors or members;
foreign corporations

A. A majority of the directors or members of a foreign corporation that has not
commenced conducting affairs in this state may withdraw the foreign corporation by
delivering to the commission for filing an application for withdrawal that sets forth all
of the following:

1. The name of the foreign corporation and the name of the state or country under
whose laws it is incorporated.

2. That the foreign corporation revokes the authority of its statutory agent to
accept service on its behalf and appoints the commission as its agent for service of
process in any proceeding based on a cause of action arising during the time it was
authorized to conduct affairs in this state.

3. A mailing address to which the commission may mail a copy of any process served
on the commission pursuant to its appointment as the foreign corporation's agent for
service of process.

4. A commitment to notify the commission in the future of any change in the foreign
corporation's mailing address.

5. That the foreign corporation has not conducted affairs in this state and that it
surrenders its authority to conduct affairs in this state.

6. That no debt of the foreign corporation acquired in this state remains unpaid.

7. That a majority of the directors or members authorized the withdrawal.

B. The application for withdrawal filed pursuant to this section must be executed
pursuant to section 10-3120, subsection F.

C. After determining that the application appears in all respects to conform to the
requirements of this chapter and when all fees have been paid as are prescribed by this
chapter, the commission shall file the application in the manner provided in section
10-3120. On the filing of the application for withdrawal, the authority of the foreign
corporation to conduct affairs in this state ceases.