CHAPTER 46. ADMINISTRATIVE DISSOLUTION
IC 23-1-46
Chapter 46. Administrative Dissolution
IC 23-1-46-1
Grounds
Sec. 1. The secretary of state may commence a proceeding under
section 2 of this chapter to administratively dissolve a corporation if:
(1) the corporation does not pay within sixty (60) days after
they are due any franchise taxes or penalties imposed by this
article or other law;
(2) the corporation does not deliver for filing its biennial report
to the secretary of state within sixty (60) days after it is due;
(3) the corporation is without a registered agent or registered
office in this state for sixty (60) days or more;
(4) the corporation 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; or
(5) the corporation's period of duration stated in its articles of
incorporation expires.
As added by P.L.149-1986, SEC.30. Amended by P.L.228-1995,
SEC.9.
IC 23-1-46-2
Procedure for dissolution; winding up affairs; authority of
registered agent
Sec. 2. (a) If the secretary of state determines that one (1) or more
grounds exist under section 1 of this chapter for dissolving a
corporation, the secretary of state shall serve the corporation with
written notice of the determination under IC 23-1-24-4.
(b) If the corporation 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 sixty (60) days after service of the notice is perfected under
IC 23-1-24-4, the secretary of state shall administratively dissolve the
corporation 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 of the certificate and serve a
copy on the corporation under IC 23-1-24-4.
(c) A corporation administratively dissolved continues its
corporate existence but may not carry on any business except that
necessary to wind up and liquidate its business and affairs under
IC 6-8.1-10-9 and IC 23-1-45-5 and notify claimants under
IC 23-1-45-6 and IC 23-1-45-7.
(d) The administrative dissolution of a corporation does not
terminate the authority of its registered agent.
As added by P.L.149-1986, SEC.30. Amended by P.L.73-1988,
SEC.2.
IC 23-1-46-3
Reinstatement
Sec. 3. (a) A corporation administratively dissolved under section
2 of this chapter may apply to the secretary of state for reinstatement.
The application must:
(1) recite the name of the corporation and the effective date of
its administrative dissolution;
(2) state that the ground or grounds for dissolution either did
not exist or have been eliminated;
(3) state that the corporation's name satisfies the requirements
of IC 23-1-23-1; and
(4) contain a certificate from the department of state revenue
reciting that all taxes owed by the corporation have been paid.
(b) If the secretary of state determines that the application
contains the information required by subsection (a) and that the
information is correct, the secretary of state shall cancel the
certificate of dissolution and prepare a certificate of reinstatement
that recites the determination and the effective date of reinstatement,
file the original of the certificate, and serve a copy on the corporation
under IC 23-1-24-4.
(c) When the reinstatement is effective, it relates back to and takes
effect as of the effective date of the administrative dissolution and
the corporation resumes carrying on its business as if the
administrative dissolution had never occurred.
As added by P.L.149-1986, SEC.30. Amended by P.L.107-1987,
SEC.23.
IC 23-1-46-4
Denial of application for reinstatement; notice; appeal
Sec. 4. (a) If the secretary of state denies a corporation's
application for reinstatement following administrative dissolution,
the secretary of state shall serve the corporation under IC 23-1-24-4
with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the
circuit or superior court of the county where the corporation's
principal office (or, if none in Indiana, its registered office) is located
within thirty (30) days after service of the notice of denial is
perfected. The corporation appeals by petitioning the court to set
aside the dissolution and attaching to the petition copies of the
secretary of state's certificate of dissolution, the corporation's
application for reinstatement, and the secretary of state's notice of
denial.
(c) The court may order the secretary of state to reinstate the
dissolved corporation or may take other action the court considers
appropriate.
(d) The court's final decision may be appealed as in other civil
proceedings.
As added by P.L.149-1986, SEC.30.