§ 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.