§ 48-249-605 — Procedure for and effect of administrative dissolution

(a) Notice of grounds. If the secretary of state determines that one (1) or more grounds exist under § 48-249-604 for dissolving an LLC, the secretary of state shall serve the LLC with written communication of the secretary of state's determination, in accordance with § 48-249-113(a) , except that determination may be sent by first class mail. (b) Dissolution after notice. If the LLC does not correct each ground for administrative dissolution or demonstrate, to the reasonable satisfaction of the secretary of state, that each ground determined by the secretary of state does not exist, within two (2) months after the secretary of state's service of the communication of the determination in the same manner as is permitted under subsection (a), the secretary of state shall administratively dissolve the LLC, by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the LLC, in the same manner as is permitted under subsection (a). (c) Effect of administrative dissolution. An LLC that has been administratively dissolved continues its existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-249-601 and notify claimants under § 48-249-611 . (d) Effect on registered agent and registered office. The administrative dissolution of an LLC does not terminate the designation or authority of its registered agent or registered office.

Legislative History

Acts 2005, ch. 286, § 1.