CHAPTER 51. REVOCATION OF CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATIONS
IC 23-1-51
Chapter 51. Revocation of Certificate of Authority of Foreign
Corporations
IC 23-1-51-1
Grounds
Sec. 1. The secretary of state may commence a proceeding under
section 2 of this chapter to revoke the certificate of authority of a
foreign corporation authorized to transact business in Indiana if:
(1) the foreign corporation does not deliver its annual report to
the secretary of state within sixty (60) days after it is due;
(2) the foreign corporation does not pay within sixty (60) days
after they are due any franchise taxes or penalties imposed by
this article or other law;
(3) the foreign corporation is without a registered agent or
registered office in Indiana for sixty (60) days or more;
(4) the foreign corporation does not inform the secretary of state
under IC 23-1-49-8 or IC 23-1-49-9 that its registered agent or
registered office has changed, that its registered agent has
resigned, or that its registered office has been discontinued
within sixty (60) days of the change, resignation, or
discontinuance;
(5) an incorporator, director, officer, or agent of the foreign
corporation signed a document the incorporator, director,
officer, or agent knew was false in any material respect with
intent that the document be delivered to the secretary of state
for filing; or
(6) the secretary of state receives a duly authenticated
certificate from the secretary of state or other official having
custody of corporate records in the state or country under whose
law the foreign corporation is incorporated stating that it has
been dissolved or disappeared as the result of a merger.
As added by P.L.149-1986, SEC.35.
IC 23-1-51-2
Procedure for revocation; service of process after revocation
Sec. 2. (a) If the secretary of state determines that one (1) or more
grounds exist under section 1 of this chapter for revocation of a
certificate of authority, the secretary of state shall, under
IC 23-1-49-10, serve the foreign corporation with written notice of
the determination.
(b) If the foreign corporation does not correct each ground for
revocation 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 23-1-49-10, the secretary of state may revoke
the foreign corporation's certificate of authority by signing a
certificate of revocation that recites the ground or grounds for
revocation and its effective date. The secretary of state shall file the
original of the certificate and serve a copy on the foreign corporation
under IC 23-1-49-10.
(c) The authority of a foreign corporation to transact business in
Indiana ceases on the date shown on the certificate revoking its
certificate of authority.
(d) The secretary of state's revocation of a foreign corporation's
certificate of authority appoints the secretary of state the foreign
corporation's agent for service of process in any proceeding based on
a cause of action that arose during the time the foreign corporation
was authorized to transact business in Indiana. Service of process on
the secretary of state under this subsection is service on the foreign
corporation. Upon receipt of process, the secretary of state shall mail
a copy of the process to the secretary of the foreign corporation at its
principal office shown in its most recent annual report or in any
subsequent communication received from the corporation stating the
current mailing address of its principal office, or, if none are on file,
in its application for a certificate of authority.
(e) Revocation of a foreign corporation's certificate of authority
does not terminate the authority of the registered agent of the
corporation.
As added by P.L.149-1986, SEC.35.
IC 23-1-51-3
Appeal
Sec. 3. (a) A foreign corporation may appeal the secretary of
state's revocation of its certificate of authority to the circuit or
superior court of the county in which its registered office is located
within thirty (30) days after service of the certificate of revocation is
perfected under IC 23-1-49-10. The foreign corporation appeals by
petitioning the court to set aside the revocation and attaching to the
petition copies of its certificate of authority and the secretary of
state's certificate of revocation.
(b) The court may order the secretary of state to reinstate the
certificate of authority or may take any other action the court
considers appropriate.
(c) The court's final decision may be appealed as in other civil
proceedings.
As added by P.L.149-1986, SEC.35.