REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES

1. A. A domestic limited liability company or registered series not in good standing for failure to file an annual certificate and pay the annual certificate fees or registered agent fees, including a domestic limited liability company or registered series whose articles of organization or registered series have been canceled under subsection B of Section 2012.1 of this title, or a foreign limited liability company or registered series whose registration was withdrawn for failure to file an annual certificate and pay the annual certificate fees or registered agent fees may apply to the Secretary of State for reinstatement by:

   1. 1. Filing all delinquent annual certificates with the Secretary of State and paying all delinquent annual certificate fees or paying all delinquent registered agent fees to the Secretary of State; and

   2. 2. Filing an application for reinstatement with the Secretary of State stating its name at the time it ceased to be in good standing or was withdrawn, the date it ceased to be in good standing or was withdrawn, and its current name, if its name at the time it ceased to be in good standing or was withdrawn is no longer available under Section 2008 or 2045 of this title.

      If the Secretary of State determines that the application contains the required information, the information is correct, all delinquent certificates or other filings are submitted, all delinquent fees are paid, and the name satisfies the requirements of Section 2008 or 2045 of this title, the Secretary of State shall accept the application for reinstatement and issue a certificate of reinstatement in the manner provided in Section 2007 of this title for domestic limited liability companies, Section 14 of this act for domestic registered series, or Section 2044 of this title for foreign limited liability companies or foreign registered series. If the limited liability company or registered series is required to change its name because its name at the time it ceased to be in good standing or was withdrawn is no longer available, acceptance of the reinstatement shall constitute an amendment to the domestic limited liability company’s articles of organization or the domestic registered series’ articles of registered series to change its name or the adoption of a fictitious name by the foreign limited liability company or registered series, as applicable. The application for reinstatement may amend the articles of organization of the domestic limited liability company or the articles of registered series of the registered series or the application for registration of the foreign limited liability company or registered series, subject in either case to the payment of the additional fee required in Section 2055 of this title for amendments; provided, that the application may not extend the term of a limited liability company or registered series that had expired before the application for reinstatement. For purposes of this section, a foreign limited liability company or registered series applying for reinstatement is deemed to have done business continually in the state following the administrative withdrawal.

2. B. When reinstatement under this section has become effective, the reinstatement relates back to and takes effect as if the domestic limited liability company or registered series had never ceased to be in good standing and as if its articles of organization or articles of registered series, as the case may be, had never been canceled, or as if the foreign limited liability or registered series registration was never withdrawn.
3. C. The failure of a domestic limited liability company or registered series or foreign limited liability company or registered series to file an annual certificate and pay an annual certificate fee or a registered agent fee to the Secretary of State shall not impair the validity on any contract, deed, mortgage, security interest, lien or act of the domestic limited liability company or registered series or foreign limited liability company or registered series or prevent the domestic limited liability company or registered series or foreign limited liability company or registered series from defending any action, suit or proceeding with any court of this state.
4. D. All real and personal property, and all rights and interests, which belonged to the domestic limited liability company or registered series at the time its articles of organization or articles of registered series, as the case may be, were canceled or which were acquired by the limited liability company or registered series after cancellation, and which were not disposed of before its reinstatement, shall be vested in the limited liability company or registered series after its reinstatement as fully as they were held by the limited liability company or registered series at, and after, as the case may be, the time its articles of organization or articles of registered series were canceled.
5. E. A member or manager of a domestic limited liability company or registered series or foreign limited liability company or registered series is not liable for the debts, obligations or liabilities of the domestic limited liability company or registered series or foreign limited liability company or registered series solely by reason of the failure of the domestic limited liability company or registered series or foreign limited liability company or registered series to file an annual certificate and pay an annual certificate fee or a registered agent fee to the Secretary of State or by reason of the domestic limited liability company or registered series ceasing to be in good standing or its articles of organization or articles of registered series being canceled or the foreign limited liability company or registered series ceasing to be duly registered.

Laws 2017, SB 769, c. 323, § 56, eff. November 1, 2017; Amended by Laws 2024, SB 649, c. 121, § 22, eff. November 1, 2024 (superseded document available).