State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-6-03

§ 57C‑6‑03. Administrative dissolution.

(a)        The Secretary ofState may administratively dissolve a limited liability company if theSecretary of State determines that:

(1)        The limitedliability company has not paid within 60 days after they are due any penalties,fees, or other payments due under this Chapter;

(2)        The limitedliability company does not deliver its annual report to the Secretary of Stateon or before the date it is due;

(3)        The limitedliability company has been without a registered agent or registered office inthis State for 60 days or more;

(4)        The limitedliability company has not notified the Secretary of State within 60 days thatits registered agent or registered office has been changed, that its registeredagent has resigned, or that its registered office has been discontinued; or

(5)        The limitedliability company's period of duration stated in its articles of organizationhas expired.

(b)        If the Secretary ofState determines that one or more grounds exist under subsection (a) of thissection for dissolving a limited liability company, the Secretary of Stateshall mail the limited liability company written notice of that determination.If, within 60 days after the notice is mailed, the limited liability companydoes not correct each ground for dissolution or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall administratively dissolve a limited liability companyby signing a certificate of dissolution that recites the ground or grounds fordissolution and its effective date. The Secretary of State shall file theoriginal certificate of dissolution and mail a copy to the limited liabilitycompany.

(c)        A limited liabilitycompany administratively dissolved under this section may apply to theSecretary of State for reinstatement. The procedures for reinstatement and forthe appeal of any denial of the limited liability company's application forreinstatement shall be the same procedures applicable to corporations underG.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. If,at the time the limited liability company applies for reinstatement, the nameof the limited liability company is not distinguishable from the name ofanother entity authorized to be used under G.S. 55D‑21, then the limitedliability company must change its name to a name that is distinguishable uponthe records of the Secretary of State from the name of the other entity beforethe Secretary of State may prepare a certificate of reinstatement. The effectof reinstatement of a limited liability company shall be the same as for acorporation under G.S. 55‑14‑22. (1993, c. 354, s. 1; 1996, 2nd Ex. Sess., c. 17, s.15.1(e); 1997‑485, s. 3; 2001‑387, s. 74; 2001‑390, s. 11;2001‑413, s. 7.4; 2001‑487, s. 62(ee).)

State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-6-03

§ 57C‑6‑03. Administrative dissolution.

(a)        The Secretary ofState may administratively dissolve a limited liability company if theSecretary of State determines that:

(1)        The limitedliability company has not paid within 60 days after they are due any penalties,fees, or other payments due under this Chapter;

(2)        The limitedliability company does not deliver its annual report to the Secretary of Stateon or before the date it is due;

(3)        The limitedliability company has been without a registered agent or registered office inthis State for 60 days or more;

(4)        The limitedliability company has not notified the Secretary of State within 60 days thatits registered agent or registered office has been changed, that its registeredagent has resigned, or that its registered office has been discontinued; or

(5)        The limitedliability company's period of duration stated in its articles of organizationhas expired.

(b)        If the Secretary ofState determines that one or more grounds exist under subsection (a) of thissection for dissolving a limited liability company, the Secretary of Stateshall mail the limited liability company written notice of that determination.If, within 60 days after the notice is mailed, the limited liability companydoes not correct each ground for dissolution or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall administratively dissolve a limited liability companyby signing a certificate of dissolution that recites the ground or grounds fordissolution and its effective date. The Secretary of State shall file theoriginal certificate of dissolution and mail a copy to the limited liabilitycompany.

(c)        A limited liabilitycompany administratively dissolved under this section may apply to theSecretary of State for reinstatement. The procedures for reinstatement and forthe appeal of any denial of the limited liability company's application forreinstatement shall be the same procedures applicable to corporations underG.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. If,at the time the limited liability company applies for reinstatement, the nameof the limited liability company is not distinguishable from the name ofanother entity authorized to be used under G.S. 55D‑21, then the limitedliability company must change its name to a name that is distinguishable uponthe records of the Secretary of State from the name of the other entity beforethe Secretary of State may prepare a certificate of reinstatement. The effectof reinstatement of a limited liability company shall be the same as for acorporation under G.S. 55‑14‑22. (1993, c. 354, s. 1; 1996, 2nd Ex. Sess., c. 17, s.15.1(e); 1997‑485, s. 3; 2001‑387, s. 74; 2001‑390, s. 11;2001‑413, s. 7.4; 2001‑487, s. 62(ee).)


State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-6-03

§ 57C‑6‑03. Administrative dissolution.

(a)        The Secretary ofState may administratively dissolve a limited liability company if theSecretary of State determines that:

(1)        The limitedliability company has not paid within 60 days after they are due any penalties,fees, or other payments due under this Chapter;

(2)        The limitedliability company does not deliver its annual report to the Secretary of Stateon or before the date it is due;

(3)        The limitedliability company has been without a registered agent or registered office inthis State for 60 days or more;

(4)        The limitedliability company has not notified the Secretary of State within 60 days thatits registered agent or registered office has been changed, that its registeredagent has resigned, or that its registered office has been discontinued; or

(5)        The limitedliability company's period of duration stated in its articles of organizationhas expired.

(b)        If the Secretary ofState determines that one or more grounds exist under subsection (a) of thissection for dissolving a limited liability company, the Secretary of Stateshall mail the limited liability company written notice of that determination.If, within 60 days after the notice is mailed, the limited liability companydoes not correct each ground for dissolution or demonstrate to the reasonablesatisfaction of the Secretary of State that each ground does not exist, theSecretary of State shall administratively dissolve a limited liability companyby signing a certificate of dissolution that recites the ground or grounds fordissolution and its effective date. The Secretary of State shall file theoriginal certificate of dissolution and mail a copy to the limited liabilitycompany.

(c)        A limited liabilitycompany administratively dissolved under this section may apply to theSecretary of State for reinstatement. The procedures for reinstatement and forthe appeal of any denial of the limited liability company's application forreinstatement shall be the same procedures applicable to corporations underG.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. If,at the time the limited liability company applies for reinstatement, the nameof the limited liability company is not distinguishable from the name ofanother entity authorized to be used under G.S. 55D‑21, then the limitedliability company must change its name to a name that is distinguishable uponthe records of the Secretary of State from the name of the other entity beforethe Secretary of State may prepare a certificate of reinstatement. The effectof reinstatement of a limited liability company shall be the same as for acorporation under G.S. 55‑14‑22. (1993, c. 354, s. 1; 1996, 2nd Ex. Sess., c. 17, s.15.1(e); 1997‑485, s. 3; 2001‑387, s. 74; 2001‑390, s. 11;2001‑413, s. 7.4; 2001‑487, s. 62(ee).)