Connecticut General Statutes 34-267b – Reinstatement after dissolution
(a) A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order under subdivision (4) or (5) of subsection (a) of § 34-267.
Terms Used In Connecticut General Statutes 34-267b
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Service of process: The service of writs or summonses to the appropriate party.
(b) Reinstatement of the dissolved limited liability company under this section requires:
(1) The written consent of a majority in interest of the members.
(2) If a certificate of dissolution applicable to the limited liability company has been filed, a certificate of reinstatement conforming, with such adaptations as are appropriate, to the content requirements of a limited liability company’s certificate of organization shall be executed and filed with the Secretary of the State in accordance with the requirements set forth in sections 34-247 to 34-247k, inclusive, which pertain to the filing and recording of a record.
(3) A certificate of reinstatement under this section shall be accompanied by: (A) Payment of all penalties and forfeitures incurred by the limited liability company and a reinstatement fee as provided by subdivision (11) of subsection (a) of § 34-243u, (B) an annual report for the current year, and (C) an appointment of a registered agent for service of process.
(4) If the name of the limited liability company to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment to the certificate of organization.
(5) No action or proceeding, civil or criminal, to which the limited liability company is a party at the time of reinstatement, shall be affected by such reinstatement except as the court shall, under the circumstances, determine.
(c) If a limited liability company is reinstated after its dissolution:
(1) The company resumes carrying on its activities and affairs as if dissolution had never occurred;
(2) Subject to subdivision (3) of this subsection, any liability incurred by the company after the dissolution and before the reinstatement is effective is determined as if dissolution had never occurred;
(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the reinstatement may not be adversely affected; and
(4) Any claim against the limited liability company barred as provided in § 34-267d and not otherwise barred shall be relieved of such bar upon reinstatement of the limited liability company, and the reinstated limited liability company shall be estopped to deny its legal existence during such time as its rights and powers were forfeited.