(1)
Voluntary Dissolution.
(a) Notice of Intent to Dissolve. Each
corporation that has commenced business must file a notice of intent to
dissolve with the Commissioner. Said notice shall be marked with the time and
date of receipt and a copy of said notice shall be returned to the
corporation.
(b) At the time of the
filing of articles of dissolution, the corporation must be in compliance with
the filing requirements of the Code and all fees and penalties must be
paid.
(c) The articles of
dissolution shall be in the form prescribed by the Code.
(d) A certificate of dissolution shall be
issued by the Commissioner if he or she finds the filing to contain the
necessary information and documents.
(e) The automated database shall be marked to
reflect the dissolution, and the certificate and articles of dissolution shall
be filed with other documents relating to the corporation.
(2)
Administrative Dissolution.
The Commissioner, as Secretary of State, may initiate administrative
dissolution for either profit or nonprofit corporations if he finds that
grounds for administrative dissolution exist as stated in the Code. If the
Commissioner determines that one or more grounds for administrative dissolution
exists, he or she shall notify the corporation of such determination in writing
by mailing a copy of the notice, by first class mail, to the corporation at the
last known address of its principal office or to its registered agent. If the
corporation does not correct each ground for dissolution or does not reasonably
demonstrate that each ground does not exist within sixty (60) days after notice
is provided, a certificate of administrative dissolution citing the grounds for
administrative dissolution will be issued.
(3)
Reinstatement.
(a) A domestic corporation that has been
administratively dissolved may be reinstated pursuant to the Code if an
application in compliance with the Code is made within five (5) years after the
date of administrative dissolution.
(b) The application for reinstatement of a
domestic profit corporation shall be executed by:
1. The registered agent or an officer of the
corporation, in each case as set forth in the most recent annual registration
of the corporation filed with the Secretary of State; or
2. Be accompanied by a notarized statement,
executed by a person who was an officer, director, or shareholder, or an heir,
successor, or assign of a person who was an officer, director, or shareholder,
of the corporation at the time that the corporation was administratively
dissolved, stating that such person or decedent was an officer, director, or
shareholder of the corporation at the time of administrative dissolution and
such person has knowledge of and assents to the application for
reinstatement.
(c) The
application for reinstatement of a domestic nonprofit corporation shall be
executed by:
1. The registered agent or an
officer of the nonprofit corporation, in each case as set forth in the most
recent annual registration of the nonprofit corporation filed with the
Secretary of State; or
2. Be
accompanied by a notarized statement, executed by a person who was an officer,
director, or member, or an heir, successor, or assign of a person who was an
officer, director, or member, of the nonprofit corporation at the time that the
nonprofit corporation was administratively dissolved, stating that such person
or decedent was an officer, director, or member of the nonprofit corporation at
the time of administrative dissolution and such person has knowledge of and
assents to the application for reinstatement.
