Title 47 — CORPORATIONS

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) Be published at least once in a newspaper of general circulation in the co…

The secretary of state may commence a proceeding to dissolve a limited liability company administratively if the company does not: (1) Pay any fees, taxes, or penalties imposed by this chapter or other law within sixty days after they are due; or (2) Deliver its annual report to …

(a) If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each gr…

(a) A limited liability company administratively dissolved may apply to the secretary of state for reinstatement after the effective date of dissolution. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the…

(a) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denia…

Terms used in this article: (1) "Constituent limited liability company" means a constituent organization that is a limited liability company; (2) "Constituent organization" means an organization that is party to a merger; (3) "Converted organization" means the organization into w…

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§ 47-34A-903 to 47-34A-905 , inclusive, and a plan of merger, if: (1) The governing statute of each of the other organizations authorizes the merger; (2) The merg…

(a) Subject to § 47-34A-914 , a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to § 47-34A-914 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the se…

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) Each constituent limited liability company, as provided in § 47-34A-205 ; and (2) Each other constituent organization, as provided in its governing statute. (b) Arti…

(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that …

(a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§ 47-34A-907 to…

(a) Subject to § 47-34A-914 , a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to § 47-34A-914 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivere…

(a) After a plan of conversion is approved: (1) A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in § 47-34A-205 and must include: (A) A statement that the limited liability company …

(a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2)…

(a) A foreign limited liability company may become a limited liability company pursuant to §§ 47-34A-911 to 47-34A-913 , inclusive, and a plan of domestication, if: (1) The foreign limited liability company's governing statute authorizes the domestication; (2) The domestication i…

(a) A plan of domestication must be consented to: (1) By all the members, subject to § 47-34A-912 , if the domesticating company is a limited liability company; and (2) As provided in the domesticating company's governing statute, if the company is a foreign limited liability com…

(a) After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include: (1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction; …

(a) When a domestication takes effect: (1) The domesticated company is for all purposes the company that existed before the domestication; (2) All property owned by the domesticating company remains vested in the domesticated company; (3) All debts, obligations, or other liabilit…

(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective witho…

The proceedings authorized under §§ 47-34A-901 to 47-34A-914 , inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions. Source: SL 2013, ch 233 , § 29.