§ 48-3a-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

(1) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state:

(a) in the case of a foreign limited liability company that has completed winding up:

(i) its name and jurisdiction of formation; and

(ii) that the foreign limited liability company surrenders its registration to do business in this state; and

(b) in the case of a foreign limited liability company that has converted:

(i) the name of the converting foreign limited liability company and its jurisdiction of formation;

(ii) the type of entity to which the foreign limited liability company has converted and its jurisdiction of formation;

(iii) that the converted entity surrenders the converting foreign limited liability company's registration to do business in this state and revokes the authority of the converting foreign limited liability company's registered agent to act as registered agent in this state on behalf of the foreign limited liability company or the converted entity; and

(iv) a mailing address to which service of process may be made under Subsection (2).

(2) After a withdrawal under this section of a foreign limited liability company that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).

Enacted by Chapter 412, 2013 General Session