§428-810  Procedure for and effect of
administrative termination.  (a)  If the director determines that one or
more grounds exist to administratively terminate a limited liability company,
the director may declare the company terminated.  Before the director declares
a limited liability company terminated, the director shall mail a notice of the
grounds for termination to the company and may give public notice of the
intention to terminate the limited liability company.



(b)  If the limited liability company does not
correct each ground for termination or demonstrate to the reasonable
satisfaction of the director that each ground determined by the director does
not exist within sixty days after mailing of the notice of intention to
terminate the limited liability company, the director shall administratively
terminate the company by signing a decree of termination that recites the
ground or grounds for termination and its effective date.  The decree shall be
filed in the director's office.



(c)  A limited liability company
administratively terminated continues its existence temporarily but may carry
on only business necessary to wind up and liquidate its business and affairs
under section 428-802 and to notify claimants under section 428-807.  The
company ceases existence upon the completion of these matters.



(d)  The administrative termination of a
limited liability company does not terminate the authority of its agent for
service of process.



(e)  Any manager, member, or creditor of an
administratively terminated limited liability company may petition the circuit
court to appoint a trustee to settle its affairs.  If a trustee is appointed,
the trustee shall pay to the State out of any funds that may come into the
trustee's possession as trustee, a sum equal to any penalties imposed pursuant
to section 428-1302.  Up until the time a trustee is appointed by the circuit
court, or indefinitely if a trustee is not appointed by the circuit court, the
last managers of the limited liability company if the company was manager-managed,
or if not manager-managed the last members of the limited liability company,
shall be and act as trustees for the creditors and members of the limited
liability company with full powers to settle its affairs. [L 1996, c 92, pt of
§1; am L 2000, c 219, §77; am L 2008, c 54, §9]