29-3708. Administrative dissolution

386 words·~2 min read·/az/title-29/29-3708

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following:

1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or penalty is due.

2. Have a statutory agent in this state for at least sixty consecutive days.

3. Have a principal address for at least sixty consecutive days.

4. Notify the commission within sixty days after its statutory agent or principal address has changed or its statutory agent has resigned.

5. Amend its articles of organization or file a statement of change or a statement of correction as required by section 29-3202.

6. Respond to interrogatories as prescribed in section 29-3212.

B. If the commission determines that one or more grounds exist for administratively dissolving a limited liability company, the commission shall deliver to the company a notice in a record of the commission's determination by delivering the notice to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

C. If a limited liability company, not later than sixty days after delivery of the notice under subsection B of this section, does not cure or demonstrate to the satisfaction of the commission the nonexistence of each ground determined by the commission, the commission shall administratively dissolve the company by issuing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The commission shall file the statement and deliver a copy to the company by delivering the statement to the address of the company's statutory agent or, if the company does not have a statutory agent or the statutory agent's address is invalid, to the company's principal address.

D. A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under sections 29-3702, 29-3704, 29-3705, 29-3706 and 29-3707 or to apply for reinstatement under section 29-3709.

E. The administrative dissolution of a limited liability company does not terminate the authority of its statutory agent.