10-1521. Withdrawal by duly authorized
officers; foreign corporations


A. A majority of the duly authorized officers of a foreign corporation that has not
issued shares or that has not commenced transacting business 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 transact business 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. Either of the following:


(a) That none of the foreign corporation's shares have been issued in this state.


(b) That the foreign corporation has not commenced business in this state and that
it surrenders its authority to transact business in this state.


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


7. That a majority of the duly authorized officers authorized the withdrawal.


B. The application for withdrawal filed pursuant to this section must be executed
pursuant to section 10-120, 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
10-120. On the filing of the application for withdrawal, the authority of the foreign
corporation to transact business in this state ceases.