§10A-1-7.11. Voluntary withdrawal of registration.

(a) A foreign filing entity registered in this state may withdraw the entity's registration at any time by filing a certificate of withdrawal as provided in Article 4.

(b) A certificate of withdrawal must state:

(1) the name of the foreign filing entity as registered in this state;

(2) the type of entity and the entity's jurisdiction of formation;

(3) the street address and mailing address, if different, of the principal office of the foreign filing entity;

(4) that the foreign filing entity no longer is transacting business in this state;

(5) that the foreign filing entity:

(A) revokes the authority of the entity's registered agent in this state to accept service of process; and

(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign filing entity was authorized to transact business in this state may be made on the foreign filing entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure;

(6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the entity may be mailed; and

(B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and

(7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money.

(c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal.

(d) If the existence or separate existence of a foreign filing entity registered in this state terminates because of dissolution, termination, merger, conversion, or other circumstances, a certificate by an authorized governmental official of the entity's jurisdiction of formation that evidences the termination shall be filed with the Secretary of State.

(e) The registration of the foreign filing entity in this state terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed.

(Act 2009-513, p. 967, §60.)