Administrative dissolution of statement of qualification; reinstatement

1. Law
2. Mississippi Code
3. Corporations, Associations, and Partnerships
4. Uniform Partnership Act (1997)
5. Limited Liability Partnership
6. Administrative dissolution of statement of qualification; reinstatement

A limited liability partnership whose statement of qualification has been administratively dissolved under Section 79-13-1004 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:

1. Recite the name of the limited liability partnership and the effective date of its administrative dissolution;
2. State that the ground or grounds for dissolution either did not exist or have been eliminated;
3. State that the limited liability partnership's name satisfies the requirements of Section 79-13-1002; and
4. Contain a certificate from the Mississippi Department of Revenue reciting that all taxes owed by the limited liability partnership have been paid.

If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and serve the limited liability partnership with a copy of the certificate.

When the reinstatement is effective:

The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;

Any liability incurred by a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and

The limited liability partnership may resume its business as if the administrative dissolution had never occurred.

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