47-34A-1014. Surrender of articles of organization upon domestication. (a) If a domestic limited liability company has approved, in the manner required by § 47-34A-1012, a plan of domestication providing for the limited liability company to be domesticated under the laws of another jurisdiction, the limited liability company shall file with the secretary of state articles of organization surrender setting forth:

(1) The name of the limited liability company;

(2) The limited liability company's new jurisdiction of organization;

(3) The plan of domestication;

(4) A statement that the articles of organization surrender are being filed in connection with the domestication of the limited liability company as a foreign limited liability company to be organized under the laws of another jurisdiction and that the limited liability company is surrendering its certificate of organization under the laws of this state;

(5) A statement that the limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was organized in this state;

(6) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (5); and

(7) A commitment to notify the secretary of state in the future of any change in the mailing address of the limited liability company.

(b) If the secretary of state finds that the articles of organization surrender comply with the requirements of law and that all required fees have been paid, the secretary of state shall issue a certificate of organization surrender.

(c) The limited liability company shall automatically cease to be a domestic limited liability company when the certificate of organization surrender becomes effective.

(d) If the former domestic limited liability company intends to continue to transact business in the state, within thirty days after the effective date of the certificate of organization surrender issued pursuant to subsection (b), the former domestic limited liability company shall deliver to the secretary of state an application for a certificate of authority to transact business in the state pursuant to § 47-34A-1002 together with a certificate of existence or a record of similar import authentication by the secretary of state or other official having custody of company records in the state or country under whose law it is organized together with any fee required by § 47-34A-1206 and any other required fee.

Source: SL 2010, ch 218, § 6.