Virginia > Secretary Of State > Limited Liability Company
Application For Certificate Of Cancellation (Foreign LLC) LLC-1056 - Virginia
| Application For Certificate Of Cancellation (Foreign LLC) Form. This is a Virginia form and can be used in Limited Liability Company Secretary Of State . |
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COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LLC-1056 (07/12) APPLICATION FOR A CERTIFICATE OF CANCELLATION OF A FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT BUSINESS IN VIRGINIA The undersigned, on behalf of the foreign limited liability company set forth below, pursuant to § 13.1-1056 of the Code of Virginia, hereby makes this application for a certificate of cancellation and states as follows: 1. The name of the limited liability company is ______________________________________________________________________________. 2. The name of the state or other jurisdiction under whose law the limited liability company is or was formed is ______________________________________________________________________________. 3. The limited liability company certifies that [mark appropriate box]: It is in existence and has not been merged into or consolidated with another entity, or converted into another type of entity; or It has been merged into or consolidated with another entity, or converted into another type of entity, and the application is signed on behalf of the limited liability company by the surviving or resulting entity. 4. The limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the Clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was registered to transact business in Virginia. 5. The mailing address to which the Commission may mail a copy of any process served on the Clerk of the Commission as agent for the limited liability company is ______________________________________________________________________________. 6. The limited liability company is not transacting business in Virginia, surrenders its authority to transact business in Virginia, and commits to notify the Clerk of the Commission in the future of any change in its mailing address. Signed on behalf of the limited liability company by: _________________________________________ (signature of authorized person) __________________________________ (title) _________________________________________ (printed name) __________________________________ (date) _________________________________________ (limited liability company's SCC ID No.) __________________________________ (telephone number (optional)) IMPORTANT: See Instructions for execution requirements. Personal Information, such as a social security number, should NOT be included in a business entity document submitted to the Office of the Clerk for filing with the Commission. For more information, see Notice Regarding Personal Identifiable Information on the Clerk's Office Home Page. SEE INSTRUCTIONS ON THE REVERSE Provide a name and mailing address to which correspondence regarding the filing of this document is to be sent. (If left blank, it will be sent to the address on a cover letter, if any, or the address set forth in paragraph 5, above.) _______________________________________________________________________________________ (name) _______________________________________________________________________________________ (mailing address) American LegalNet, Inc. www.FormsWorkFlow.com INSTRUCTIONS TO FORM LLC-1056 This form must be used whenever a foreign limited liability company that is authorized to transact business in Virginia desires to withdraw from Virginia. See § 13.1-1056 of the Code of Virginia. The application must be in the English language, typewritten or printed in black, legible and reproducible, and it must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. This form can be downloaded from our website at www.scc.virginia.gov/clk/formfee.aspx The application must set forth the exact name of the limited liability company as it is currently on file with the Commission. Include the limited liability company's designated name for use in Virginia, if one was adopted. Execution Requirements If the limited liability company is still in existence, the application must be signed by a manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other persons have been selected, by any member of the limited liability company, and the printed name and title of the person who signs must be set forth next to the signature. See § 13.1-1003 of the Code of Virginia. If the limited liability company has been merged into or consolidated with another entity, or has converted into another type of entity, the application must be signed by a person who is authorized to act on behalf of the surviving or resulting entity, and the name of the surviving or resulting entity and the printed name and title of the person who signs on behalf of the surviving or resulting entity must be set forth next to the signature. The person signing this application certifies that all statements and information set forth therein are true, under penalty of law. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. See § 13.1-1006 of the Code of Virginia. This application may not be filed with the Commission until all fees and penalties to be collected by the Commission under the Virginia Limited Liability Company Act have been paid by or on behalf of the limited liability company; provided, however, that an assessed annual registration fee does not have to be paid if the Commission issues the certificate of cancellation on or before the due date of the annual registration fee payment. See § 13.1-1065 of the Code of Virginia. Submit the original, signed application to State Corporation Commission, Office of the Clerk, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. NOTE Until cancellation has been completed (or the limited liability company's certificate of registration to transact business is canceled for failure to pay its annual registration fee or maintain a registered office and registered agent), the limited liability company will remain active
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