Section 1533 - Cancellation of certificate of formation1.Cancellation. A certificate of formation is cancelled upon each of the following:A. The dissolution and the completion of winding up and liquidation of the activities and affairs of a limited liability company; [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]B. As provided in section 1593, subsection 4; [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]C. Upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the future effective date or time of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting converted organization in a merger or consolidation; or [2011, c. 113, Pt. A, §9(AMD).]D. Upon the filing of a certificate of conversion to a foreign organization or upon the future effective date or time of a certificate of conversion to a foreign organization. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).] [2011, c. 113, Pt. A, §9(AMD).]
2.Certificate of cancellation. A certificate of cancellation must be delivered for filing in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and must set forth:A. The name of the limited liability company; [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]B. The date of filing of the limited liability company's certificate of formation; [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]C. A statement that the limited liability company is dissolved and the date of dissolution, if known; [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]D. The future effective date or time, which must be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]E. Any other information the person filing the certificate of cancellation determines necessary. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).] [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
3.Certificate of good standing. The Secretary of State may not issue a certificate of good standing with respect to a limited liability company if its certificate of formation is cancelled. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
4.Application of section 1544. The filing of a certificate of cancellation by the Secretary of State does not abate, suspend or otherwise alter the application of section 1544. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
Amended by 2011, c. 113,§ A-9, eff. 7/1/2011.2009, c. 629, Pt. A, §2 (NEW) . 2009, c. 629, Pt. A, §3 (AFF) .