KRS 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 partnersh ip 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 liabi lity 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 Secretar y 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 determinati on 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, th at 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 n ot 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 th e 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 certificat e 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 authori ty 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 partne rship 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 th e 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 t he 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 revoca tion 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 con siders appropriate. The court's final decision may be appealed as in any

other civil proceedings.