Section 362.1-122 - Administrative dissolution of a statement of qualification or statement of partnership authority(1) The Secretary of State may commence a proceeding to administratively dissolve a statement of qualification if:(a) The limited liability partnership does not deliver its annual report with the Secretary of State on or before the due date;(b) The limited liability partnership is without a registered agent or registered office in this Commonwealth for sixty (60) days or more; or(c) The limited liability partnership does not notify the Secretary of State within sixty (60) days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.(2) If the Secretary of State determines that one (1) or more grounds exist under subsection (1) of this section for the administrative dissolution of a statement of qualification, then the Secretary of State shall serve the partnership with written notice of the determination by mailing such notice by first class mail to the limited liability partnership at the street address of the partnership's chief executive office as set forth in the partnership's most recent annual report filed pursuant to KRS 362.1-121 or, if none, that set forth in the statement of partnership qualification filed pursuant to KRS 14A.6-010 or the statement of foreign qualification filed by a foreign limited liability partnership pursuant to KRS 362.1-951.(3) If the limited liability partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days from the date on which the notice was mailed, then the Secretary of State shall administratively dissolve the statement of qualification by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original certificate and serve a copy on the limited liability partnership by mailing such certificate by first class mail to the partnership at its chief executive office address. The administrative dissolution of a statement of qualification shall not terminate the authority of the registered agent of the partnership.(4) The administrative dissolution of a statement of qualification affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.(5) The partnership whose statement of qualification has been administratively dissolved may apply to the Secretary of State for reinstatement of the statement at any time after the effective date of the dissolution by filing an application that: (a) Recites the name of the partnership, identifies the statement that was administratively dissolved and the effective date of that administrative dissolution;(b) States that the ground or grounds for dissolution either did not exist or have been eliminated;(c) States that the name of the partnership satisfies the requirements of KRS 14A.3-010; and(d) Is accompanied by the reinstatement penalty and the current fee for filing each delinquent annual report.(6) If the Secretary of State determines that the application contains the information required by subsection (5) of this section and that the information provided therein is correct, then the Secretary of State shall cancel the certificate of administrative dissolution and prepare a certificate reciting the cancellation of the administrative dissolution and the effective date thereof, file the original of the certificate, and serve a copy on the partnership by mailing the certificate by first class mail to the partnership at its chief executive office address. When the revocation of the administrative dissolution is effective, it shall relate back to and take effect as of the effective date of the administrative dissolution, and the statement or statements shall be in full force and effect as if the administrative dissolution had never occurred.(7) If the Secretary of State denies a partnership's application for reinstatement of its statement of qualification following administrative dissolution, then the Secretary of State shall serve the partnership with written notice that explains the reason or reasons for denial by mailing the notice by first class mail to the partnership at its chief executive office address. The partnership may appeal the denial of reinstatement to the Franklin Circuit Court within thirty (30) days after the service of the notice of the denial transmitted to the partnership. The partnership may appeal by petitioning the court to set aside the administrative dissolution and attaching to the petition copies of the Secretary of State's certificate of administrative dissolution, the partnership's application for reinstatement, and the Secretary of State's notice of denial. The court may summarily order the Secretary of State to reinstate the statement of qualification or may take any other action the court considers appropriate. The court's final decision may be appealed as in any other civil proceedings.Effective:1/1/2011
Amended 2010, Ky. Acts ch. 133, sec. 54, effective 7/15/2010; and amended ch. 151, secs. 128 and 130, effective1/1/2011. -- Created 2006, Ky. Acts ch. 149, sec. 22, effective 7/12/2006.