29-3709. Reinstatement

427 words·~2 min read·/az/title-29/29-3709

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

A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution.

B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution, the commission shall release the company's name for use in accordance with this chapter or by a person intending to register the name as a trademark pursuant to section 44-1460.

C. The application must state all of the following:

1. The name of the company at the time of its administrative dissolution.

2. The name and address of the company's statutory agent and, if different, the principal address of the company.

3. That the grounds for dissolution did not exist or have been cured.

D. If another person has adopted the name of the limited liability company as an entity or partnership name or as a trade name or trademark, the company shall deliver for filing, simultaneously with delivery of the application for reinstatement, articles of amendment that adopt a new name for the company.

E. To be reinstated, a limited liability company must pay all fees and penalties that were due to the commission at the time of the company's administrative dissolution and all fees and penalties that would have been due to the commission while the company was administratively dissolved.

F. If the commission determines that an application under subsection A of this section contains the required information, is satisfied that the information is correct, determines that subsection D of this section has been complied with, if applicable, and determines that all payments required to be made to the commission under subsection E of this section have been made, the commission shall do all of the following:

1. Cancel the statement of administrative dissolution and issue a statement of reinstatement that states the commission's determination and the effective date of reinstatement.

2. File the statement of reinstatement.

3. Deliver a copy of the statement of reinstatement to the limited liability company.

G. When reinstatement under this section has become effective, the following rules apply:

1. The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

2. The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.

3. The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.