2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-216 - Reinstatement after dissolution.

(a) At any time after dissolution, otherwise than by decree of court in any proceeding, a limited liability company may be reinstated as provided in this section.

(b) Reinstatement proceedings shall conform, with such adaptations as are appropriate, to proceedings for dissolution by written consent of at least a majority in interest of the members, except that in the case of a limited liability company dissolved by expiration, such proceedings shall include appropriate amendment of the articles of organization.

(c) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the articles of organization.

(d) A certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company’s articles of organization shall be executed and filed with the office of the Secretary of the State as provided in section 34-109.

(e) A certificate of reinstatement shall be accompanied by: (1) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by section 34-112, (2) an annual report for the current year and (3) an appointment of a statutory agent for service.

(f) Upon the filing of the certificate of reinstatement with the Secretary of the State, reinstatement shall be effective, the legal existence of the reinstated limited liability company shall commence and it shall be revested with its rights and powers under sections 34-100 to 34-242, inclusive. No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement shall be affected by such reinstatement except as the court shall, under the circumstances, determine. Any claim against the limited liability company barred as provided in section 34-213 and not otherwise barred, shall be relieved of such bar upon reinstatement of the limited liability company and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.

(P.A. 94-217, S. 27, 40; P.A. 95-252, S. 17.)

History: P.A. 94-217 effective January 1, 1995; P.A. 95-252 amended Subsec. (a) to delete the three-year time limitation on reinstatement after dissolution.