Section 10.50.408. Involuntary dissolution by commissioner.

   (a) A limited liability company may be dissolved involuntarily by the commissioner if
        (1) the company is delinquent six months in filing its biennial report or in paying a fee or a penalty;
        (2) the company has failed for 30 days to appoint and maintain a registered agent in the state;
        (3) the company has failed for 30 days after change of its registered office or registered agent to file in the office of the commissioner a statement of the change; or
        (4) a misrepresentation of material facts has been made in the application, report, affidavit, or other document submitted under this chapter.
   (b) A limited liability company may not be dissolved under this section unless the commissioner has given the company written notice of its delinquency, failure, or misrepresentation by mail as provided by (f) of this section. If the company fails, within 60 days after the notice is sent by mail as required under this subsection, to contest the alleged delinquency, failure, or misrepresentation, it may be dissolved under (d) of this section.
   (c) If, following a hearing, the commissioner determines the presence of the delinquency, failure, or misrepresentation providing grounds for involuntary dissolution under this section, the company may appeal to the superior court. The court shall either sustain the commissioner or direct the commissioner to take action the court considers proper.
   (d) If a limited liability company has given cause for involuntary dissolution and has failed to correct the neglect, omission, delinquency, or noncompliance as provided in this section, and there has not been a controlling order of the superior court, the commissioner shall dissolve the company by issuing a certificate of involuntary dissolution containing a statement that the company has been dissolved, the date, and the reason for which it was dissolved. The original certificate of dissolution shall be placed in the department files and a copy of it mailed to the company as provided by (f) of this section. Upon the issuance of the certificate of involuntary dissolution, the existence of the company ceases, except as otherwise provided in this chapter, and its name shall be available to use and may be adopted by another company on a date that is six months or later after the dissolution.
   (e) A company dissolved under this section may be reinstated within two years from the date of the certificate of involuntary dissolution if it is established to the satisfaction of the commissioner that in fact there was no cause for the dissolution, or if the delinquency, failure, or misrepresentation resulting in dissolution has been corrected and payment made of double the amount delinquent along with the amount the company would have paid had it not been dissolved during the two-year period. Reinstatement may not be authorized if the name of the company is not distinguishable upon the records of the department under AS 10.50.025 unless the company being reinstated amends its articles of organization to change its name to conform with the provisions of this chapter.
   (f) If the mailing of an item is required by (b) or (d) of this section, the commissioner shall first mail the item by certified mail to the registered office of the limited liability company at the last known address of the registered office shown on the records of the commissioner. If the item mailed to the registered office is returned to the department, the commissioner shall mail the item by first class mail to the registered agent of the limited liability company at the last known address of the registered agent shown on the records of the commissioner. If the item mailed to the registered agent is returned to the department, the commissioner shall mail the item by first class mail to the manager or the managing member of the limited liability company at the last known address for the manager or the managing member shown on the records of the commissioner. If the name and address of the manager or managing members are not shown on the records of the commissioner, the commissioner is not required to mail the notice to the manager or managing member. If the item mailed to the manager or managing member is returned to the department, the commissioner is not required to mail the item again. If the address shown on the records of the commissioner for a mailing after the initial certified mailing is not different from the address for the previous mailing, the commissioner is not required to mail the item to the same address, but shall mail the item to the next required addressee whose address is different from the address for the returned mailing, and, if none of the mailings required after a returned mailing has an address that is different from the address for the returned mailing, the commissioner is not required to mail the item again. In this subsection, "item" means the notice required under (b) of this section or the certificate of involuntary dissolution issued under (d) of this section.

Authorities

44.64.030

Notes

Recent Bills that will modify this

HB 122 CORPORATION/LLC/PARTNERSHIP REPORTS

Implemented As

3 AAC 16.120

References

AS 44.64.030 Jurisdiction of the office.

History

(Sec. 1 ch 99 SLA 1994; am Sec. 7 - 9 ch 45 SLA 1999; am Sec. 26 ch 50 SLA 1999)