§ 4-38-708 — Administrative dissolution

(a) The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited liability company administratively if the company does not: (1) pay any fee, tax, interest, or penalty required to be paid to the Secretary of State not later than six months after it is due; (2) deliver an annual report to the Secretary of State not later than six months after it is due; or (3) have a registered agent in this state for 60 consecutive days. (b) If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited liability company, the Secretary of State shall serve the company with notice in a record of the Secretary of State's determination. (c) If a limited liability company, not later than 60 days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the company by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the company pursuant to § 4-38-210 . (d) A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under § 4-38-702 , § 4-38-704 , § 4-38-705 , § 4-38-706 , and § 4-38-707 , or to apply for reinstatement under § 4-38-709 . (e) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent. (f) If a limited liability company is dissolved, administratively or otherwise, the name is available for use by another formed limited liability company, and the dissolved company would be required, upon reinstatement, to use a new name if the prior name was taken.

Legislative History

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.