29-786. Administrative dissolution

 

(Rpld. 9/1/20)

 

A. The commission may administratively dissolve a limited liability company in the manner provided by this section if the limited liability company either:

1. Fails to amend its articles of organization as required by section 29-633, subsection B.

2. Fails to make any publication required by this chapter.

3. Is without a statutory agent or known place of business in this state for at least sixty days.

4. Does not notify the commission within sixty days after its statutory agent or known place of business has changed or within sixty days after its statutory agent has resigned.

5. Fails to respond to interrogatories as prescribed in section 29-612.

6. Fails to pay any fees or penalties required pursuant to this chapter within sixty days after the fees or penalties are due.

7. Is dissolved pursuant to section 29-781, paragraph 1.

B. If the commission determines that one or more grounds exist under subsection A of this section for dissolving a limited liability company, it shall give written notice of its determination by electronic transmission or by mail addressed to the statutory agent of the limited liability company, or if the limited liability company fails to appoint and maintain a statutory agent, addressed to the known place of business required to be maintained pursuant to section 29-604, subsection A, paragraph 1.

C. If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice, the commission shall administratively dissolve the limited liability company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The commission shall file the original of the certificate and mail a copy to the limited liability company addressed to its statutory agent, or if the limited liability company fails to appoint and maintain a statutory agent, addressed to the known place of business required to be maintained pursuant to section 29-604, subsection A, paragraph 1.

D. A limited liability company administratively dissolved pursuant to this section continues in existence but may not carry on any business except as necessary to wind up and liquidate its business and affairs under section 29-782, subsection B.  If the limited liability company has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the company name for use in accordance with this chapter or by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1.

E. A limited liability company administratively dissolved under this section may apply to the commission for reinstatement within six years after the effective date of dissolution. The application shall both:

1. Recite the name of the limited liability company and the effective date of its administrative dissolution.

2. State either that the ground or grounds for dissolution did not exist or that the ground or grounds have been eliminated.

F. If the commission determines that the application contains the information required by subsection E of this section, and that the information is correct, it shall cancel the certificate of dissolution, prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and mail a copy to the limited liability company addressed to its statutory agent.

G. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred. If another company has adopted the name of the limited liability company or another person has adopted the name of the company as a trade name, the application shall be accompanied by articles of amendment that are in accordance with this chapter and that adopt a new name for the limited liability company that complies with this chapter.

H. The administrative dissolution of a limited liability company does not terminate the authority of a statutory agent.

I. A limited liability company that has been administratively dissolved pursuant to this section may bring an action against the commission in superior court to review the commission's refusal to reinstate the limited liability company. The action by the limited liability company shall be brought within six months after the commission's refusal becomes final. The superior court shall hear and determine the action as a trial de novo.  In any such action the burden of proof shall be on the party adverse to the commission.