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275.295 Administrative dissolution -- Reinstatement. (Repealed, effective January
1, 2011)
(1) The Secretary of State may commence a proceeding to administratively dissolve a
limited liability company if: <br>(a) The limited liability company does not deliver its annual report to the
Secretary of State within sixty (60) days on or before the due date;
(b) The limited liability company is without a registered agent or registered office
in Kentucky for at least sixty (60) days;
(c) The limited liability company does not notify the Secretary of State within
sixty (60) days after its registered agent or registered office has been changed, <br>its registered agent has resigned, or its registered office has been discontinued; <br>or
(d) The limited liability company's term as set forth in its articles of organization
expires.
(2) (a) If the Secretary of State determines that one (1) or more grounds exist under
subsection (1) of this section for dissolving a limited liability company, the <br>Secretary of State shall serve the limited liability company with written notice <br>of the determination by first-class mail at its principal place of business <br>address, but no such notice shall be necessary upon the expiration of a limited <br>liability company's term.
(b) If the limited liability company does not correct each ground for dissolution or
demonstrate to the reasonable satisfaction of the Secretary of State that each <br>ground determined by the Secretary of State does not exist within sixty (60) <br>days from the date on which notice was mailed, the Secretary of State shall <br>administratively dissolve the limited liability company by signing a certificate <br>of dissolution that states the ground or grounds for dissolution and its <br>effective date. The Secretary of State shall file the original of the certificate <br>and serve a copy on the limited liability company by mailing the notice by <br>first-class mail to the limited liability company at its principal place of <br>business address. If a limited liability company is dissolved for having reached <br>the end of its period of duration, and it does not within sixty (60) days of the <br>end of its duration amend the articles of organization to extend its duration, <br>the certificate of dissolution shall be effective as of the end of the period of <br>duration as set forth in the articles of organization.
(3) (a) A limited liability company administratively dissolved under subsection (2) of
this section, other than for failure to amend the articles of organization to <br>extend the duration of the limited liability company within sixty (60) days of <br>the expiration of its term, may apply to the Secretary of State for reinstatement <br>at any time after the effective date of dissolution. The application shall: <br>1.
State the name of the limited liability company and the effective date of <br>its administrative dissolution;
2.
State that the ground or grounds for dissolution either did not exist or <br>have been eliminated;
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3.
State that the limited liability company's name satisfies the requirements <br>under KRS 275.100;
4.
Contain a certificate from the Kentucky Department of Revenue stating <br>that all taxes owed by the limited liability company have been paid; and
5.
Be accompanied by the reinstatement penalty and the current fee on <br>filing each delinquent report as provided for in KRS 275.055(1).
(b) If the Secretary of State determines that the application contains the
information required by paragraph (a) of this subsection and that the <br>information is correct, the Secretary of State shall: <br>1.
Cancel the certificate of dissolution and prepare a certificate of existence <br>that states the determination and the effective date of existence; and
2.
Serve a copy on the limited liability company in the manner provided in <br>subsection (2)(a) of this section.
(c) When the reinstatement is effective, the reinstatement shall relate back to and
take effect as of the effective date of the administrative dissolution, and the <br>limited liability company shall resume carrying on business as if the <br>administrative dissolution had never occurred.
(4) (a) If the Secretary of State denies a limited liability company's application for
reinstatement following administrative dissolution, the Secretary of State shall <br>serve the limited liability company with a written notice that explains the <br>reason or reasons for denial by mailing notice by first-class mail to the limited <br>liability company at its principal place of business address.
(b) The limited liability company may appeal the denial of reinstatement to the
Circuit Court of the county where the limited liability company's principal <br>office, or, if there is none in Kentucky, its registered office, is located within <br>thirty (30) days after service of the notice of denial by doing the following: <br>1.
Filing a petition with the court to set aside the dissolution; and
2.
Attaching to the petition a copy of the Secretary of State's certificate of <br>dissolution, the limited liability company's application for reinstatement, <br>and the Secretary of State's notice of denial.
(c) The court may order the Secretary of State to reinstate the dissolved limited
company or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as are other civil proceedings.
Effective: July 15, 2010 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 119, effective July 15,
2010; amended ch. 133, sec. 38, effective July 15, 2010; and repealed ch. 151, <br>sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 119, <br>effective June 26, 2007. -- Amended 2005 Ky. Acts ch. 85, sec. 670, effective June <br>20, 2005. -- Amended 1998 Ky. Acts ch. 341, sec. 39, effective July 15, 1998. -- <br>Created 1994 Ky. Acts ch. 389, sec. 59, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly
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retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts ch. 133, and repealed and reenacted by 2010 Ky. Acts ch. 51. <br>Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that <br>the repeal and reenactment not serve to void the amendment, and these Acts do not <br>appear to be in conflict; therefore, they have been codified together. During the same <br>session of the General Assembly, this section was repealed as part of the omnibus <br>Kentucky Business Entity Filing Act, 2010 Ky. Acts ch. 151, effective 1/1/2011.
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