35-8-210. Reinstatement of dissolved limited liability company.
35-8-210. Reinstatement of dissolved limited liability company. (1) The secretary of state may:
(a) reinstate a limited liability company that has been dissolved under the provisions of 35-8-209;
(b) restore to a reinstated limited liability company its right to carry on business in this state and to exercise all of its privileges and immunities.
(2) A limited liability company applying for reinstatement shall submit to the secretary of state the application, executed by a person who was a member at the time of dissolution, setting forth:
(a) the name of the limited liability company;
(b) a statement that the assets of the limited liability company have not been liquidated;
(c) a statement that a majority of its members have authorized the application for reinstatement; and
(d) if its name has been legally acquired by another entity prior to its application for reinstatement, the name under which the limited liability company desires to be reinstated.
(3) The limited liability company shall submit with its application for reinstatement:
(a) a certificate from the department of revenue stating that all taxes imposed pursuant to Title 15 have been paid; and
(b) all annual reports not yet filed with the secretary of state.
(4) When all requirements are met and the secretary of state reinstates the limited liability company to its former rights, the secretary of state shall:
(a) conform and file in the office of the secretary of state reports, statements, and other instruments submitted for reinstatement;
(b) immediately issue and deliver to the reinstated limited liability company a certificate of reinstatement authorizing it to transact business; and
(c) upon demand, issue to the limited liability company one or more certified copies of the certificate of reinstatement.
(5) The secretary of state may not order a reinstatement if 5 years have elapsed since the dissolution.
(6) A restoration of limited liability company rights pursuant to this section relates back to the date the limited liability company was involuntarily dissolved, and the limited liability company is considered to have been an existing legal entity from the date of its original organization.
History: En. Sec. 17, Ch. 120, L. 1993; amd. Sec. 15, Ch. 75, L. 2003.