§ 21-152. Reinstatement following administrative dissolution.
AI-assisted research summary: A dissolved limited liability company may ask the Secretary of State to reinstate it within five years, and a company dissolved for more than five years may request late reinstatement with the stated fee and required information.
(RULLCA 706) (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of its dissolution. The application must be delivered to the Secretary of State for filing and state: (1) the name of the company and the effective date of its dissolution; (2) that the grounds for dissolution did not exist or have been eliminated; and (3) that the company's name satisfies the requirements of section 21-108. (b) If the Secretary of State determines that an application under subsection (a) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy. (c) A limited liability company that has been administratively dissolved for more than five years may apply to the Secretary of State for late reinstatement. The application must be delivered to the Secretary of State for filing, along with the fee set forth in section 21-192, and state: (1) The name of the company and the effective date of its dissolution; (2) That the grounds for dissolution did not exist or have been eliminated; (3) That the company's name satisfies the requirements of section 21-108; (4) That a legitimate reason exists for reinstatement and what such legitimate reason is; and (5) That such reinstatement does not constitute fraud on the public. (d) If the Secretary of State determines that an application under subsection (c) of this section contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy. (e) When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company may resume its activities as if the dissolution had not occurred. History: Laws 2010, LB888, § 52; Laws 2012, LB854, § 1; Laws 2015, LB279, § 1.