§1591. Grounds for administrative dissolution of limited liability company Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1592 to administratively dissolve a limited liability company if: [PL 2011, c. 113, Pt. A, §11 (AMD).] 1. Nonpayment of fees or penalties. The limited […]
§1592. Procedure for and effect of administrative dissolution of limited liability company 1. Notice of determination to administratively dissolve limited liability company. If the Secretary of State determines that one or more grounds exist under section 1591 for dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written […]
§1593. Reinstatement following administrative dissolution of limited liability company 1. Application for reinstatement. A limited liability company administratively dissolved under section 1592 may apply to the Secretary of State for reinstatement within 6 years after the effective date of administrative dissolution. The application must: A. State the name of the limited liability company and […]
§1594. Appeal from denial of reinstatement of limited liability company 1. Denial of reinstatement. If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under section 1592, subsection 8 with a written notice that explains the reason or reasons […]
§1595. Events causing dissolution 1. Events causing dissolution. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: A. An event or circumstance that the limited liability company agreement states causes dissolution; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, […]
§1596. Effect of dissolution 1. Existence; activities. Until the filing of a certificate of cancellation as provided in section 1533, a dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including: […]
§1597. Right to wind up business and activities 1. Wind up activities. After dissolution, the remaining members, if any, and if none, a person appointed by all holders of the transferable interest last transferred by the last person to have been a member, may wind up the limited liability company’s activities. [PL 2009, c. […]
§1598. Power to bind limited liability company after dissolution After dissolution, a limited liability company is bound by: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Act of authorized person if appropriate. The act of a person authorized to wind up the affairs if the […]
§1599. Known claims against dissolved limited liability company 1. Disposal of claims. A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection 2 at any time after the effective date of the dissolution of the limited liability company. [PL 2009, c. 629, Pt. A, […]
§1600. Other claims against dissolved limited liability company 1. Newspaper notice. In addition to the written notice under section 1599, subsection 2, a dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. [PL 2009, […]
§1601. Application of assets in winding up limited liability company’s activities Upon the winding up of a limited liability company, the assets must be applied as follows. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Payment to creditors. Payment, or adequate provision for payment, must […]
§1602. Revocation of dissolution 1. Continued; conditions. Notwithstanding the occurrence of an event set forth in section 1595, subsection 1, paragraph A, B or C, a limited liability company may not be dissolved and its affairs may not be wound up if, prior to the filing of a certificate of cancellation in the office of […]
§1603. Effect of revocation of dissolution 1. Continuation of activities. Subject to subsection 2, upon the revocation of dissolution, the limited liability company is deemed for all purposes to have continued its activities as if dissolution had never occurred. Each right inuring to, and each debt, obligation and liability incurred by, the limited liability company […]
§1604. Revival of limited liability company after dissolution 1. Determination of need to revive company. If the Secretary of State finds that a limited liability company has dissolved in any manner under this chapter, that the certificate of formation for that limited liability company has been cancelled pursuant to section 1533 and that the limited […]
