Filing of Certificate of Cancellation Clause Samples
The Filing of Certificate of Cancellation clause outlines the process by which a company formally ends its legal existence by submitting a specific document, known as the Certificate of Cancellation, to the appropriate state authority. This clause typically details who is responsible for preparing and filing the certificate, the required information to be included, and any necessary approvals or signatures. Its core practical function is to ensure that the dissolution of the company is officially recognized by the state, thereby terminating its obligations and preventing future liabilities.
Filing of Certificate of Cancellation. If the Company is dissolved, a Certificate of Cancellation shall be promptly filed with the Secretary of State by the Member.
Filing of Certificate of Cancellation. Following the winding up of the Company, the Manager shall be responsible for filing, if necessary, a Certificate of Cancellation on behalf of the Company with the Delaware Secretary of State, together with any other documents required to terminate the Company and its legal existence.
Filing of Certificate of Cancellation. If the Company is dissolved, a Certificate of Cancellation shall be promptly filed with Secretary of State. If there are no remaining Members, the Certificate of Cancellation shall be filed by the last Person to be a Member; if there are no remaining Members, or a Person who last was a Member, the Certificate of Cancellation shall be filed by the heirs, executors, administrators, personal and legal representatives, successors in interest, and permitted assigns of the Person who last was a Member.
Filing of Certificate of Cancellation. Immediately following the completion of the distribution of the Company’s assets as provided herein, the Board of Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are required to be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.
Filing of Certificate of Cancellation. Upon completion of the winding up of the affairs of the Company, the Managers shall promptly file a Certificate of Cancellation with the Secretary of State. If there is no Manager, then the Certificate of Cancellation shall be filed by the Members or by the last Person to be a Member or by the legal or personal representatives of the Person who last was a Member.
Filing of Certificate of Cancellation. If the Company is dissolved or terminated, an officer appointed by the Managing Member to act as attorney-in-fact shall promptly file a certificate of cancellation as provided in Section 18-203 of the Act with the Secretary of State. If there is no such officer, then a certificate of cancellation shall be filed by the Managing Member; if there is no Managing Member, the certificate of cancellation shall be filed by the last Person to be a Member; if there are no officers, Managing Member or a Person who last was a Member and is willing to sign, a certificate of cancellation shall be filed by the legal successor or personal representative of the Person who last was a Member.
Filing of Certificate of Cancellation. Upon the completion of the winding up of the Operating Company, the Management Company shall file a certificate of cancellation with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.
Filing of Certificate of Cancellation. If the Company is dissolved, the Board shall promptly file a certificate of cancellation with the Delaware Secretary of State.
Filing of Certificate of Cancellation. Upon the completion of the distribution of Company property as provided in Sections 13.3, 13.4, and 13.5, the Company shall be terminated, and the Liquidator (or the Members if necessary) shall cause the Certificate to be canceled and will take such other actions as may be necessary to terminate the Company.
Filing of Certificate of Cancellation. Upon completion of the affairs of the Company, the Management Committee shall promptly file the Certificate of Cancellation of Articles of Organization with the Secretary of State. If there is no Management Committee, then the Certificate of Cancellation shall be filed by the remaining Members; if there are no remaining Members, the Certificate shall be filed by the last Person to be a Member; if there is neither a Management Committee, remaining Members, nor a Person who last was a Member, the Certificate shall be filed by the legal or personal representatives of the Person who last was a Member.