Section 4-38-709 - Reinstatement

(a) A limited liability company that is administratively dissolved under § 4-38-708 may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state: (1) the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies § 4-38-112;(2) the address of the principal office of the company and the name and street and mailing addresses of its registered agent;(3) the effective date of the company's administrative dissolution; and(4) that the grounds for dissolution did not exist or have been cured.(b) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the Secretary of State at the time of the company's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Secretary of State while the company was administratively dissolved.(c) If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the

State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Secretary of State by subsection (b) have been made, the Secretary of State shall:(1) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and(2) file the statement of reinstatement and serve a copy on the limited liability company.(d) When reinstatement under this section has become effective, the following rules apply: (1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.(2) The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.