Section 47-34A-809 – Grounds for administrative dissolution.
47-34A-809. Grounds for administrative dissolution. The secretary of state 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 sixty days after they are due; or (2)Deliver its annual report to the secretary of state […]
Section 47-34A-810 – Procedure for and effect of administrative dissolution.
47-34A-810. Procedure for and effect of administrative dissolution. (a) If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state 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 […]
Section 47-34A-811 – Reinstatement following administrative dissolution.
47-34A-811. Reinstatement following administrative dissolution. (a) A limited liability company administratively dissolved may apply to the secretary of state for reinstatement after the effective date of dissolution. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten […]
Section 47-34A-812 – Appeal from denial of reinstatement.
47-34A-812. Appeal from denial of reinstatement. (a) If the secretary of state denies a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state 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 state circuit […]
Section 47-34A-901 – Definitions.
47-34A-901. Definitions. Terms used in this article: (1)”Constituent limited liability company” means a constituent organization that is a limited liability company; (2)”Constituent organization” means an organization that is party to a merger; (3)”Converted organization” means the organization into which a converting organization converts pursuant to §§47-34A-906 to 47-34A-909, inclusive; (4)”Converting limited liability company” means a […]
Section 47-34A-902 – Merger.
47-34A-902. Merger. (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§47-34A-903 to 47-34A-905, inclusive, and a plan of merger, if: (1)The governing statute of each of the other organizations authorizes the merger; (2)The merger is not prohibited by the law of a jurisdiction that enacted […]
Section 47-34A-903 – Action on plan of merger by constituent limited liability company.
47-34A-903. Action on plan of merger by constituent limited liability company. (a) Subject to §47-34A-914, a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to §47-34A-914 and any contractual rights, after a merger is approved, and at any time before articles of merger are […]
Section 47-34A-904 – Filings required for merger–Effective date.
47-34A-904. Filings required for merger–Effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1)Each constituent limited liability company, as provided in §47-34A-205; and (2)Each other constituent organization, as provided in its governing statute. (b) Articles of merger under this section must include: (1)The name […]
Section 47-34A-905 – Effect of merger.
47-34A-905. Effect of merger. (a) When a merger becomes effective: (1)The surviving organization continues or comes into existence; (2)Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3)All property owned by each constituent organization that ceases to exist vests in the surviving organization; (4)All debts, obligations, or other […]
Section 47-34A-906 – Conversion.
47-34A-906. Conversion. (a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§47-34A-907 to 47-34A-909, inclusive, and a plan of conversion, if: (1)The other […]