2010 North Carolina Code
Chapter 57C North Carolina Limited Liability Company Act.
Article 6 - Dissolution.
57C-6-03. Administrative dissolution.

57C‑6‑03. Administrative dissolution.

(a) The Secretary of State may administratively dissolve a limited liability company if the Secretary of State determines that:

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

(2) The limited liability company does not deliver its annual report to the Secretary of State on or before the date it is due;

(3) The limited liability company has been without a registered agent or registered office in this State for 60 days or more;

(4) The limited liability company 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; or

(5) The limited liability company's period of duration stated in its articles of organization has expired.

(b) If the Secretary of State determines that one or more grounds exist under subsection (a) of this section for dissolving a limited liability company, the Secretary of State shall mail the limited liability company written notice of that determination. If, within 60 days after the notice is mailed, the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground does not exist, the Secretary of State shall administratively dissolve a limited liability company 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 of dissolution and mail a copy to the limited liability company.

(c) A limited liability company 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 limited liability company's application for reinstatement shall be the same procedures applicable to corporations under G.S. 55‑14‑22, 55‑14‑23, and 55‑14‑24. If, at the time the limited liability company applies for reinstatement, the name of the limited liability company is not distinguishable from the name of another entity authorized to be used under G.S. 55D‑21, then the limited liability company must change its name to a name that is distinguishable upon 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 a limited liability company shall be the same as for a corporation under G.S. 55‑14‑22. (1993, c. 354, s. 1; 1996, 2nd Ex. Sess., c. 17, s. 15.1(e); 1997‑485, s. 3; 2001‑387, s. 74; 2001‑390, s. 11; 2001‑413, s. 7.4; 2001‑487, s. 62(ee).)