Section 810. Procedure for and
Effect of Administrative Dissolution

(a) If the [Secretary of State] determines that a ground exists for administratively dissolving a limited liability company, the [Secretary of State] shall enter a record of the determination and serve the company with a copy of the record.

(b) If the company 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 60 days after service of the notice, the [Secretary of State] shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The [Secretary of State] shall file the original of the certificate and serve the company with a copy of the certificate.

(c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section 802 and to notify claimants under Sections 807 and 808.

(d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.

Comment

A company's failure to comply with a ground for administrative dissolution may simply occur because of oversight. Therefore, subsections (a) and (b) set forth a mandatory notice by the filing officer to the company of the ground for dissolution and a 60 day grace period for correcting the ground.