Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156C LIMITED LIABILITY COMPANY ACT
  • Section 53 Cancellation of registration of foreign limited liability company

Section 53. The registration of a foreign limited liability company doing business in the commonwealth shall be canceled in the manner and at such times as are provided in section fourteen, except that the certificate of cancellation required under section fourteen shall, in addition to the information required thereunder, set forth either that all taxes and fees owed the commonwealth have been paid or provided for or that such foreign limited liability company has no assets. A foreign limited liability company doing business in this commonwealth may withdraw from the commonwealth by submitting to the state secretary a certificate of withdrawal, in such form as said state secretary shall require, signed and sworn to by an authorized person, stating:

(1) the name of such foreign limited liability company and, if different, the name under which it is registered and doing business in the commonwealth;

(2) the address of the principal office of such foreign limited liability company;

(3) the address of the principal office in the commonwealth of such foreign limited liability company, if any, and the name and business address of its resident agent in the commonwealth;

(4) that such foreign limited liability company is not doing business in the commonwealth; and

(5) that all taxes and fees owed the commonwealth have been paid or provided for.

The state secretary shall examine and endorse his approval on the certificate of withdrawal if he determines that the certificate complies with this section. Upon such approval, the certificate of withdrawal shall be deemed to be filed with the state secretary.