48-249-608 - Articles of termination following administrative dissolution.
48-249-608. Articles of termination following administrative dissolution.
(a) Submission of articles of termination. When an LLC that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering articles of termination to the secretary of state for filing following administrative dissolution, setting forth:
(1) The name of the LLC;
(2) The date that termination of the LLC existence was authorized;
(3) That the resolution authorizing termination was duly adopted by the members;
(4) A copy of the resolution or the written consent authorizing the termination; and
(5) That all the assets of the LLC have been distributed to its creditors, members and holders.
(b) Filing and effect of articles of termination. If the secretary of state finds that the articles of termination following administrative dissolution comply with the requirements of subsection (a), the secretary of state shall file the articles of termination following administrative dissolution. Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, directors, managers or officers for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, directors, managers or officers shall have the power to take such LLC or other action, as may be appropriate, to protect such remedy, right or claim.
[Acts 2005, ch. 286, § 1.]