2013 New Hampshire Revised Statutes
Title XXVIII - PARTNERSHIPS
Chapter 304-C - LIMITED LIABILITY COMPANIES
Section 304-C:145 - Late Reinstatements--In General.
304-C:145 Late Reinstatements--In General.
I. A limited liability company administratively dissolved under RSA 304-C:136 may apply to the secretary of state for late reinstatement if more than 3 years have expired since the effective date of dissolution. The application shall:
(a) Recite the name of the limited liability company and the effective date of its administrative dissolution;
(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(c) State that the limited liability company's name or proposed name satisfies the requirements of RSA 304-C:32;
(d) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, and RSA 77-E:12, III;
(e) Contain a statement asserting that no lawsuits are pending against the limited liability company;
(f) Contain a statement explaining the reason that reinstatement is being requested;
(g) Include all of the annual report fees, for each year since the date of dissolution; and
(h) Contain a statement from the commissioner of the department of employment security showing that to the best of the commissioner's knowledge, as of the date of the statement, the limited liability company has paid all of its contributions or that it was not liable for any contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to the future payment of any contributions.
II. (a) If the secretary of state determines that (1) the application contains the information required by paragraph I, (2) the limited liability company name is available for registration, and (3) it is accompanied by the fee required in RSA 304-C:191, III(f), the secretary of state shall schedule a public hearing on the late reinstatement.
(b) The public hearing shall be held before the secretary of state, or designee and the attorney general, or designee.
(c) Any interested party shall have the right to testify at a late reinstatement hearing. Late reinstatement hearings shall be conducted twice a year, on April 1 and September 1.
(d) If any such date falls upon a Saturday, Sunday, or legal holiday, the hearing shall be held on the first business day after each date. An application for late reinstatement must be received at least one month before a hearing date in order to be scheduled for that date.
III. Notice of the late reinstatement hearing shall be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or, if none in this state, its registered office, is or was last located. The notice shall:
(a) Clearly state the reason for the hearing.
(b) State the date, time, and location of the hearing.
(c) Indicate that all interested parties are encouraged to attend or submit written comments within one week of the hearing.
(d) Include the mailing address of the secretary of state.
IV. If, after the public hearing, the secretary of state, in conjunction with the attorney general, determines that the information submitted in the application for late reinstatement is correct and that the limited liability company should be reinstated, the secretary of state shall cancel the notice of dissolution and prepare a notice of reinstatement that recites the determination and the effective date of reinstatement and mail said notice to the limited liability company.
V. (a) If the application for reinstatement included a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company and the fee required under RSA 304-C:191, II(c), and the notice shall constitute an amendment to the certificate of formation.
(b) If the application for reinstatement included a change of the registered agent, the notice shall set forth the name of the new registered agent and the fee required under RSA 304-C:191, II(b).
VI. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.
VII. Except for provisions and requirements set forth in this section, late reinstatement hearings shall be subject to RSA 421-B:26-a.
Source. 2012, 232:2, eff. Jan. 1, 2013.
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