Application For Certificate Of Cancellation (Foreign LLC) {LLC-1056}

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LLC-1056 (07/13) 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 identification number issued by the Commission to the limited liability company is ________________. 4. [Only mark this box if the statement is true]: The limited liability company was a party to a statutory merger permitted by the laws of the state or other jurisdiction under whose laws it was organized and it was not the survivor of that merger. 5. 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. 6. 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 ______________________________________________________________________________. 7. The limited liability company is not transacting business in Virginia, surrenders its registration 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 signing 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 at www.scc.virginia.gov/clk/index.aspx. REVIEW THE INSTRUCTIONS THAT FOLLOW BEFORE SUBMITTING THIS FORM. 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 have its certificate of registration voluntarily canceled. 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. Signing Requirements If the limited liability company has not been merged, consolidated or converted, the application must be signed (i) 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 (ii) if no managers or such other persons have been selected, by any member of the limited liability company, or (iii) by a person who is authorized to sign an amendment to the articles of organization or other constituent documents delivered for filing to the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it is formed, or (iv) if the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. See § 13.1-1003 of the Code of Virginia. If the limited liability company has been merged into or consolidated with another business entity, or has converted into another type of business entity, the application must be signed by a person who is authorized to act on behalf of the surviving or resulting business entity. The printed name and title of the person who signs must be set forth next to the signature. An individual signing on behalf of a business entity that is (i) a manager or member of the limited liability company, or (ii) the surviving or resulting entity of a merger or consolidation with or conversion by the limited liability company, must set forth the business entity's name, the capacity in which the business entity is signing on behalf of the limited liability company, his printed name, and the capacity in which he is signing on behalf of the business entity. See § 13.1-1003 of the Code of Virginia. 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 du