§428-810  Procedure for and effect ofadministrative termination.  (a)  If the director determines that one ormore grounds exist to administratively terminate a limited liability company,the director may declare the company terminated.  Before the director declaresa limited liability company terminated, the director shall mail a notice of thegrounds for termination to the company and may give public notice of theintention to terminate the limited liability company.

(b)  If the limited liability company does notcorrect each ground for termination or demonstrate to the reasonablesatisfaction of the director that each ground determined by the director doesnot exist within sixty days after mailing of the notice of intention toterminate the limited liability company, the director shall administrativelyterminate the company by signing a decree of termination that recites theground or grounds for termination and its effective date.  The decree shall befiled in the director's office.

(c)  A limited liability companyadministratively terminated continues its existence temporarily but may carryon only business necessary to wind up and liquidate its business and affairsunder section 428-802 and to notify claimants under section 428-807.  Thecompany ceases existence upon the completion of these matters.

(d)  The administrative termination of alimited liability company does not terminate the authority of its agent forservice of process.

(e)  Any manager, member, or creditor of anadministratively terminated limited liability company may petition the circuitcourt 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 thetrustee's possession as trustee, a sum equal to any penalties imposed pursuantto section 428-1302.  Up until the time a trustee is appointed by the circuitcourt, or indefinitely if a trustee is not appointed by the circuit court, thelast 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 limitedliability 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]