48-24-104 - Revocation of dissolution.
48-24-104. Revocation of dissolution.
(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state.
(b) Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under § 48-24-102, unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If shareholder action was required to revoke the dissolution, the information required by § 48-24-103(a)(3) and (4).
(d) Revocation of dissolution is effective when the articles of revocation of dissolution are filed.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
[Acts 1986, ch. 887, § 14.04; 1989, ch. 451, § 19.]