§ 1903. Effect of conversion; entity unchanged
(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other […]
§ 1904. Merger of entities
(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of […]
§ 1905. Articles of merger
(a) After approval of the plan of merger under section 1904, subsection (c) of this chapter, unless the merger is abandoned under section 1904, subsection (d) of this chapter, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to […]
§ 1808. Other claims against dissolved limited liability company
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the judicial district in which the dissolved limited liability company’s […]
§ 1809. Grounds for administrative dissolution
The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not: (1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or (2) deliver its annual report to the office of the Lieutenant Governor within 60 […]
§ 1810. Procedure for and effect of administrative dissolution
(a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of […]
§ 1811. Reinstatement following administrative dissolution
(a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolution; (2) state that the ground for dissolution either did not […]
§ 1812. Appeal from denial of reinstatement
(a) If the Lieutenant Governor denies a limited liability company’s application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denial of reinstatement to the Superior Court within 30 days after service of the notice […]
§ 1803. Right to wind up limited liability company’s business
(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company’s business, but on application of any member, member’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member […]
§ 1804. Member’s or manager’s power and liability as agent after dissolution
(a) A limited liability company is bound by a member’s or manager’s act after dissolution that: (1) is appropriate for winding up the company’s business; or (2) would have bound the company under section 1301 of this chapter before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) […]