§ 57C‑7‑14. Revocation of certificate of authority.
(a) The Secretary ofState may administratively revoke the certificate of authority of a foreignlimited liability company authorized to transact business in this State if theSecretary of State determines that:
(1) The foreign limitedliability company has not paid, within 60 days after they are due, anypenalties, fees, or other payments due under this Chapter;
(2) The foreign limitedliability company has not delivered its annual report to the Secretary of Stateon or before the date it is due;
(3) The foreign limitedliability company has been without a registered agent or a registered office inthis State for 60 days or more;
(4) The foreign limitedliability company does not inform the Secretary of State as required by thisChapter that its registered agent or registered office has been changed, thatits registered agent has resigned, or that its registered office has beendiscontinued within 60 days of the change, resignation, or discontinuance;
(5) An organizer,member, manager, or agent of the foreign limited liability company has signed adocument that he knew was false in any material respect with the intent thedocument be delivered to the Secretary of State for filing;
(6) The Secretary ofState receives a duly authenticated certificate from the secretary of state orother official having custody of limited liability company records in the stateor country under whose law the foreign limited liability company is organizedstating that it has been dissolved or has ceased to exist as the result of amerger or otherwise; or
(7) The limitedliability company is exceeding the authority conferred upon it by this Chapter.
(b) If the Secretary ofState determines that one or more grounds exist under this section forrevocation of the certificate of authority, the Secretary of State shall mailthe foreign limited liability company written notice of his determination. If,within 60 days after notice is mailed, a foreign limited liability company doesnot correct each ground for revocation, or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall revoke the foreign limited liability company'scertificate of authority by signing a certificate of revocation that recitesthe ground or grounds for the revocation, shall file the certificate ofrevocation, and shall mail a copy to the foreign limited liability company. Theauthority of the foreign limited liability company to transact business in thisState shall cease on the date the certificate of authority is revoked by thefiling of the certificate of revocation by the Secretary of State.
(c) Upon the revocationof a foreign limited liability company's certificate of authority, the Secretaryof State shall become the foreign limited liability company's agent for serviceof process in any proceeding based on a cause of action arising in this Stateor arising out of business transacted in this State during the time the foreignlimited liability company was authorized to transact business in this State.The Secretary of State shall then proceed in accordance with G.S. 55D‑33.
(d) A foreign limitedliability company may appeal the Secretary of State's revocation of itscertificate of authority under the same procedures that a foreign corporationmay appeal the revocation of its certificate of authority pursuant toG.S. 55‑15‑32 and G.S. 55‑15‑33. (1993, c. 354, s. 1; 2001‑358,s. 49(d); 2001‑387, ss. 173, 175(a); 2001‑413, s. 6.)
§ 57C‑7‑14. Revocation of certificate of authority.
(a) The Secretary ofState may administratively revoke the certificate of authority of a foreignlimited liability company authorized to transact business in this State if theSecretary of State determines that:
(1) The foreign limitedliability company has not paid, within 60 days after they are due, anypenalties, fees, or other payments due under this Chapter;
(2) The foreign limitedliability company has not delivered its annual report to the Secretary of Stateon or before the date it is due;
(3) The foreign limitedliability company has been without a registered agent or a registered office inthis State for 60 days or more;
(4) The foreign limitedliability company does not inform the Secretary of State as required by thisChapter that its registered agent or registered office has been changed, thatits registered agent has resigned, or that its registered office has beendiscontinued within 60 days of the change, resignation, or discontinuance;
(5) An organizer,member, manager, or agent of the foreign limited liability company has signed adocument that he knew was false in any material respect with the intent thedocument be delivered to the Secretary of State for filing;
(6) The Secretary ofState receives a duly authenticated certificate from the secretary of state orother official having custody of limited liability company records in the stateor country under whose law the foreign limited liability company is organizedstating that it has been dissolved or has ceased to exist as the result of amerger or otherwise; or
(7) The limitedliability company is exceeding the authority conferred upon it by this Chapter.
(b) If the Secretary ofState determines that one or more grounds exist under this section forrevocation of the certificate of authority, the Secretary of State shall mailthe foreign limited liability company written notice of his determination. If,within 60 days after notice is mailed, a foreign limited liability company doesnot correct each ground for revocation, or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall revoke the foreign limited liability company'scertificate of authority by signing a certificate of revocation that recitesthe ground or grounds for the revocation, shall file the certificate ofrevocation, and shall mail a copy to the foreign limited liability company. Theauthority of the foreign limited liability company to transact business in thisState shall cease on the date the certificate of authority is revoked by thefiling of the certificate of revocation by the Secretary of State.
(c) Upon the revocationof a foreign limited liability company's certificate of authority, the Secretaryof State shall become the foreign limited liability company's agent for serviceof process in any proceeding based on a cause of action arising in this Stateor arising out of business transacted in this State during the time the foreignlimited liability company was authorized to transact business in this State.The Secretary of State shall then proceed in accordance with G.S. 55D‑33.
(d) A foreign limitedliability company may appeal the Secretary of State's revocation of itscertificate of authority under the same procedures that a foreign corporationmay appeal the revocation of its certificate of authority pursuant toG.S. 55‑15‑32 and G.S. 55‑15‑33. (1993, c. 354, s. 1; 2001‑358,s. 49(d); 2001‑387, ss. 173, 175(a); 2001‑413, s. 6.)
§ 57C‑7‑14. Revocation of certificate of authority.
(a) The Secretary ofState may administratively revoke the certificate of authority of a foreignlimited liability company authorized to transact business in this State if theSecretary of State determines that:
(1) The foreign limitedliability company has not paid, within 60 days after they are due, anypenalties, fees, or other payments due under this Chapter;
(2) The foreign limitedliability company has not delivered its annual report to the Secretary of Stateon or before the date it is due;
(3) The foreign limitedliability company has been without a registered agent or a registered office inthis State for 60 days or more;
(4) The foreign limitedliability company does not inform the Secretary of State as required by thisChapter that its registered agent or registered office has been changed, thatits registered agent has resigned, or that its registered office has beendiscontinued within 60 days of the change, resignation, or discontinuance;
(5) An organizer,member, manager, or agent of the foreign limited liability company has signed adocument that he knew was false in any material respect with the intent thedocument be delivered to the Secretary of State for filing;
(6) The Secretary ofState receives a duly authenticated certificate from the secretary of state orother official having custody of limited liability company records in the stateor country under whose law the foreign limited liability company is organizedstating that it has been dissolved or has ceased to exist as the result of amerger or otherwise; or
(7) The limitedliability company is exceeding the authority conferred upon it by this Chapter.
(b) If the Secretary ofState determines that one or more grounds exist under this section forrevocation of the certificate of authority, the Secretary of State shall mailthe foreign limited liability company written notice of his determination. If,within 60 days after notice is mailed, a foreign limited liability company doesnot correct each ground for revocation, or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall revoke the foreign limited liability company'scertificate of authority by signing a certificate of revocation that recitesthe ground or grounds for the revocation, shall file the certificate ofrevocation, and shall mail a copy to the foreign limited liability company. Theauthority of the foreign limited liability company to transact business in thisState shall cease on the date the certificate of authority is revoked by thefiling of the certificate of revocation by the Secretary of State.
(c) Upon the revocationof a foreign limited liability company's certificate of authority, the Secretaryof State shall become the foreign limited liability company's agent for serviceof process in any proceeding based on a cause of action arising in this Stateor arising out of business transacted in this State during the time the foreignlimited liability company was authorized to transact business in this State.The Secretary of State shall then proceed in accordance with G.S. 55D‑33.
(d) A foreign limitedliability company may appeal the Secretary of State's revocation of itscertificate of authority under the same procedures that a foreign corporationmay appeal the revocation of its certificate of authority pursuant toG.S. 55‑15‑32 and G.S. 55‑15‑33. (1993, c. 354, s. 1; 2001‑358,s. 49(d); 2001‑387, ss. 173, 175(a); 2001‑413, s. 6.)
