351.596. Withdrawal of foreign corporation, procedure.
Withdrawal of foreign corporation, procedure.
351.596. 1. A foreign corporation authorized to transact business inthis state may not withdraw from this state until it obtains a certificateof withdrawal from the secretary of state.
2. A foreign corporation authorized to transact business in thisstate may apply for a certificate of withdrawal by delivering anapplication to the secretary of state for filing. The application must setforth:
(1) The name of the foreign corporation and the name of the state orcountry under whose law it is incorporated;
(2) That it is not transacting business in this state, and that itsurrenders its authority to transact business in this state or that it willnot be transacting business in this state because of a merger ordissolution and that it surrenders its authority to transact business inthis state on a certain delayed effective date as provided for insubsection 2 of section 351.048;
(3) That it revokes the authority of its registered agent to acceptservice on its behalf and appoints the secretary of state as its agent forservice of process in any proceeding based on a cause of action arisingduring the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copyof any process served on him pursuant to subdivision (3) of thissubsection; and
(5) A commitment to notify the secretary of state for a period offive years after the effective date of the withdrawal of any change in itsmailing address.
3. After the withdrawal of the corporation is effective, service ofprocess on the secretary of state pursuant to this section is service onthe foreign corporation. Upon receipt of process, the secretary of stateshall mail a copy of the process to the foreign corporation at the mailingaddress set forth pursuant to subsection 2 of this section.
(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)