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North Carolina General Statutes Chapter 57D. North Carolina Limited Liability Company Act § 57D-6-06. Administrative dissolution

Current as of January 01, 2023 | Updated by Findlaw Staff

(a) The Secretary of State may administratively dissolve an LLC if the Secretary of State determines that the LLC has done any of the following:

(1) The LLC has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter.

(2) The LLC does not deliver its annual report to the Secretary of State on or before the 60th day after it is due.

(3) The LLC has been without a registered agent or registered office in this State for 60 days or more.

(4) The LLC has not notified the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

(5) The LLC knowingly fails or refuses to answer completely and accurately within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter.

(b) If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for dissolving an LLC, the Secretary of State shall mail the LLC notice of that determination. If, within 60 days after the notice is mailed, the LLC does not correct each ground for dissolution or demonstrate to the satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall administratively dissolve the LLC by signing a certificate of dissolution that recites the ground or grounds for dissolution and the effective date of the dissolution. The Secretary of State shall file the original certificate of dissolution and mail a copy to the LLC.

(c) An LLC administratively dissolved under this section may apply to the Secretary of State for reinstatement. The procedures for reinstatement and for the appeal of any denial of the LLC's application for reinstatement are the same as those applicable to a domestic corporation under G.S. 55-14-22, 55-14-23, and 55-14-24. If, at the time the LLC applies for reinstatement, the name of the LLC is not distinguishable from the name of another entity authorized to be used under G.S. 55D-21, then the LLC must change its name to a name that is distinguishable on the records of the Secretary of State from the name of the other entity before the Secretary of State may prepare a certificate of reinstatement. The effect of reinstatement of an LLC is the same as for a domestic corporation under G.S. 55-14-22.

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Cite this article: FindLaw.com - North Carolina General Statutes Chapter 57D. North Carolina Limited Liability Company Act § 57D-6-06. Administrative dissolution - last updated January 01, 2023 | https://codes.findlaw.com/nc/chapter-57d-north-carolina-limited-liability-company-act/nc-gen-st-sect-57d-6-06/

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