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362.1-122 Administrative dissolution of a statement of qualification or statement of
partnership authority.
(1)
(2)
(3)
(4)
(5)
The Secretary of State may commence a proceeding to administratively dissolve a
statement of qualification if:
(a) The limited liability partnership does not deliver its annual report with the
Secretary of State on or before the due date;
(b) The limited liability partnership is without a registered agent or registered
office in this Commonwealth for sixty (60) days or more; or
(c) The limited liability partnership does not notify the Secretary of State within
sixty (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.
If the Secretary of State determines that one (1) or more grounds exist under
subsection (1) of this section for the administrative dissolution of a statement of
qualification, then the Secretary of State shall serve the partnership with written
notice of the determination by mailing such notice by first class mail to the limited
liability partnership at the street address of the partnership's chief executive office
as set forth in the partnership's most recent annual report filed pursuant to KRS
362.1-121 or, if none, that set forth in the statement of partnership qualification
filed pursuant to KRS 14A.6-010 or the statement of foreign qualification filed by a
foreign limited liability partnership pursuant to KRS 362.1-951.
If the limited liability partnership does not correct each ground for dissolution or
demonstrate to the reasonable satisfaction of the Secretary of State that each ground
determined by the Secretary of State does not exist within sixty (60) days from the
date on which the notice was mailed, then the Secretary of State shall
administratively dissolve the statement of qualification by signing a certificate of
dissolution that recites the ground or grounds for dissolution and its effective date.
The Secretary of State shall file the original certificate and serve a copy on the
limited liability partnership by mailing such certificate by first class mail to the
partnership at its chief executive office address. The administrative dissolution of a
statement of qualification shall not terminate the authority of the registered agent of
the partnership.
The administrative dissolution of a statement of qualification affects only the
partnership's status as a limited liability partnership and is not an event of
dissolution of the partnership.
The partnership whose statement of qualification has been administratively
dissolved may apply to the Secretary of State for reinstatement of the statement at
any time after the effective date of the dissolution by filing an application that:
(a) Recites the name of the partnership, identifies the statement that was
administratively dissolved and the effective date of that administrative
dissolution;
(b) States that the ground or grounds for dissolution either did not exist or have
been eliminated;
(c)
(6)
(7)
States that the name of the partnership satisfies the requirements of KRS
14A.3-010; and
(d) Is accompanied by the reinstatement penalty and the current fee for filing each
delinquent annual report.
If the Secretary of State determines that the application contains the information
required by subsection (5) of this section and that the information provided therein
is correct, then the Secretary of State shall cancel the certificate of administrative
dissolution and prepare a certificate reciting the cancellation of the administrative
dissolution and the effective date thereof, file the original of the certificate, and
serve a copy on the partnership by mailing the certificate by first class mail to the
partnership at its chief executive office address. When the revocation of the
administrative dissolution is effective, it shall relate back to and take effect as of the
effective date of the administrative dissolution, and the statement or statements
shall be in full force and effect as if the administrative dissolution had never
occurred.
If the Secretary of State denies a partnership's application for reinstatement of its
statement of qualification following administrative dissolution, then the Secretary of
State shall serve the partnership with written notice that explains the reason or
reasons for denial by mailing the notice by first class mail to the partnership at its
chief executive office address. The partnership may appeal the denial of
reinstatement to the Franklin Circuit Court within thirty (30) days after the service
of the notice of the denial transmitted to the partnership. The partnership may
appeal by petitioning the court to set aside the administrative dissolution and
attaching to the petition copies of the Secretary of State's certificate of
administrative dissolution, the partnership's application for reinstatement, and the
Secretary of State's notice of denial. The court may summarily order the Secretary
of State to reinstate the statement of qualification or may take any other action the
court considers appropriate. The court's final decision may be appealed as in any
other civil proceedings.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 133, sec. 54, effective July 15, 2010; and
amended ch. 151, secs. 128 and 130, effective January 1, 2011. -- Created 2006 Ky.
Acts ch. 149, sec. 22, effective July 12, 2006.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts chs. 133 and 151, which do not appear to be in conflict and have been
codified together.
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