29-786

29-786. Administrative dissolution

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. Has failed 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.

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 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 chapter 4 of this title or by a person intending to register the name as
a trademark 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 trademark, the application shall
be accompanied by articles of amendment that are in accordance with chapter 4 of this
title and that adopt a new name for the limited liability company that complies with
chapter 4 of this title.

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.