§ 7-16-41 - Revocation of certificate of organization.
SECTION 7-16-41
§ 7-16-41 Revocation of certificate oforganization. – (a) The certificate of organization of a limited liability company may berevoked by the secretary of state on the conditions prescribed in this sectionwhen it is established that:
(1) The limited liability company procured its articles oforganization through fraud;
(2) The limited liability company has continued to exceed orabuse the authority conferred upon it by law;
(3) The limited liability company has failed to file itsannual report within the time required by this chapter, or has failed to payany fees or taxes due this state, when they have become due and payable;
(4) The limited liability company has failed for thirty (30)days to appoint and maintain a resident agent in this state as required by thischapter;
(5) The limited liability company has failed, after change ofits resident agent, to file in the office of the secretary of state a statementof the change as required by this chapter;
(6) The limited liability company has failed to file in theoffice of the secretary of state any amendment to its articles of organizationor any articles of dissolution, merger or consolidation as prescribed by thischapter; or
(7) A misrepresentation has been made of any material matterin any application, report, affidavit, or other document submitted by thelimited liability company pursuant to this chapter.
(b) No certificate of organization of a limited liabilitycompany shall be revoked by the secretary of state unless:
(1) The secretary of state shall have given the limitedliability company not less than sixty (60) days notice thereof by regular mailaddressed to the resident agent in this state on file with the secretary ofstate's office; provided, however, that if a prior mailing addressed to theaddress of the resident agent of the limited liability company in this statecurrently on file with the secretary of state's office has been returned to thesecretary of state as undeliverable by the United States Postal Service for anyreason, or if the revocation notice is returned as undeliverable to thesecretary of state's office by the United States Postal Service for any reason,the secretary of state shall give notice as follows:
(i) To the limited liability company, domestic or foreign, atits principal office of record as shown in its most recent annual report, andno further notice shall be required; or
(ii) In the case of a limited liability company which has notyet filed an annual report, then to the domestic limited liability company atthe principal office in the articles of organization or to the authorizedperson listed on the articles of organization, or to the foreign limitedliability company at the office required to be maintained by the limitedliability company in its state of organization, and no further notice shall berequired; and
(2) The limited liability company fails prior to revocationto file the annual report, pay the fees or taxes, file the required statementof change of resident agent, file the articles of amendment or articles ofdissolution, merger or consolidation, or correct the misrepresentation.