304-C:138 Reinstatement Following Administrative Dissolution. –
I. A limited liability company administratively dissolved under RSA 304-C:137 may apply to the secretary of state for reinstatement within 3 years after the effective date of dissolution. The application shall:
(a) Recite the name of the limited liability company and the effective date of its administrative dissolution;
(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(c) State that the limited liability company's name or proposed name satisfies the requirements of RSA 304-C:32; and
(d) Contain a certificate from the New Hampshire department of revenue administration in accordance with RSA 77-A:18, III, if the application is received by the secretary of state more than 120 days after the notice of administrative dissolution is mailed.
II. (a) If the secretary of state determines that the application under paragraph I contains the information required by that paragraph, that the information is correct, and that the limited liability company name is available for registration, the secretary may (1) cancel the notice of dissolution, (2) prepare a notice of reinstatement that recites the secretary's determination and the effective date of reinstatement, and (3) mail the notice to the limited liability company.
(b) If the application for reinstatement includes a change of name of the limited liability company, the notice shall set forth the change of name of the limited liability company. The notice shall constitute an amendment to the certificate of formation.
III. When the reinstatement is effective:
(a) It shall relate back to and take effect as of the effective date of the administrative dissolution;
(b) The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred; and
(c) All of the limited liability company's otherwise legally valid actions during the period if its dissolution shall be deemed to be legally valid.