State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_59 > GS_59-909

§ 59‑909.  Withdrawal offoreign limited partnership by reason of a merger, consolidation, orconversion.

(a)        Whenever a foreignlimited partnership authorized to transact business in this State ceases itsseparate existence as a result of a statutory merger or consolidation permittedby the laws of the state or country under which it was organized, or convertsinto another type of entity as permitted by those laws, the surviving orresulting entity shall apply for a certificate of withdrawal for the foreignlimited partnership by delivering to the Secretary of State for filing a copyof the articles of merger, consolidation, or conversion or a certificatereciting the facts of the merger, consolidation, or conversion, dulyauthenticated by the Secretary of State or other official having custody oflimited partnership records in the state or country under the laws of which theforeign limited partnership was organized. If the surviving or resulting entityis not authorized to transact business or conduct affairs in this State, thearticles or certificate must be accompanied by an application which must setforth:

(1)        The name of theforeign limited partnership authorized to transact business in this State, thetype of entity and name of the surviving or resulting entity, and a statementthat the surviving or resulting entity is not authorized to transact businessor conduct affairs in this State;

(2)        A statement that thesurviving or resulting entity consents that service of process based on anycause of action arising in this State, or arising out of business transacted inthis State, during the time the foreign limited partnership was authorized totransact business in this State, may thereafter be made by service thereof onthe Secretary of State;

(3)        A mailing address towhich the Secretary of State may mail a copy of any process served upon theSecretary under subdivision (a)(2) of this section; and

(4)        A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.

(b)        If the Secretary ofState finds that the articles or certificate and the application forwithdrawal, if required, conform to law, the Secretary of State shall:

(1)        Endorse on thearticles or certificate and the application for withdrawal, if required, theword "filed" and the hour, day, month, and year of filing thereof;

(2)        File the articles orcertificate and the application, if required;

(3)        Issue a certificateof withdrawal; and

(4)        Send to thesurviving or resulting entity or its representative the certificate ofwithdrawal, together with the exact or conformed copy of the application, ifrequired, affixed thereto.

(c)        After thewithdrawal of the foreign limited partnership is effective, service of processon the Secretary of State in accordance with subsection (a) of this sectionshall be made by delivering to and leaving with the Secretary of State, or withany clerk authorized by the Secretary of State to accept service of process,duplicate copies of the process and the fee required by G.S. 59‑1106(b).Upon receipt of process in the manner provided in this subsection, theSecretary of State shall immediately mail a copy of the process by registeredor certified mail, return receipt requested, to the surviving or resultingentity at the mailing address designated pursuant to subsection (a) of thissection. (1999‑369,s. 4.7; 2001‑387, ss. 136, 137; 2001‑487, s. 62(z).)