Administrative Dissolutions

Notice or Action for Dissolutions

Regulatory Action: REQUIREMENT

28 states have ADMINI regulations

AL AK AZ AR CA CO CT DE FL GA

HI ID IL IN IA KS KY LA ME MD

MA MI MN MS MO MT NE NV NH NJ

NM NY NC ND OH OK OR PA RI SC

SD TN TX UT VT VA WA WV WI WY

AK Code § 10.20.335

REGULATORY BODY: Other

STATUTE TEXT: When the commissioner determines that a corporation has given any cause for involuntary dissolution, the commissioner shall mail to the corporation a notice, setting out the grounds for involuntary dissolution, 60 days before a certificate of dissolution is issued. The commissioner shall mail the notice and any subsequent certificate of dissolution in the same manner as required for notices and certificates of involuntary dissolution under AS 10.06.633(i).

NOTES: Dept. of Corp. - Done by Commissioner) [AS § 10.20.335

AZ Code § 10-11421

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Corp. Commission Dissolves Corp A.R.S. § 10-11421

AR Code § 4-33-1420

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State - A.C.A. § 4-33-1420

CT Code § 33-1181

REGULATORY BODY: Other

STATUTE TEXT: (a) The Secretary of the State may effect the administrative dissolution of a corporation as provided in this section.(b) Whenever any corporation is more than two years in default of filing its annual report as required by section 33-1243, the Secretary of the State may notify such corporation by registered or certified mail addressed to such corporation at its principal office as last shown on his records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation, within three months of the mailing of such notice, files such annual report, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.(c) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by registered or certified mail addressed to such corporation at its principal office as last shown on his records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.(d) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.(e) After filing the certificate of administrative dissolution, the Secretary of the State shall: (1) Mail a copy thereof to the delinquent corporation, addressed to such corporation at its principal office as last shown on his records, and (2) cause notice of the filing of such certificate of administrative dissolution to be posted on the office of the Secretary of the State’s Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.(P.A. 96-256, S. 124, 209; P.A. 14-154, S. 7.)History: P.A. 96-256 effective January 1, 1997; P.A. 14-154 added new Subsec. (b) re administrative dissolution of corporation that is in default of filing annual report, redesignated existing Subsecs. (b) to (d) as Subsecs. (c) to (e) and amended redesignated Subsec. (e) by deleting requirements that certificate of administrative dissolution be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and by adding requirement that Secretary of the State cause notice of filing of certificate of administrative dissolution to be posted on the office’s web site, effective January 1, 2015.

NOTES: Initiated by Sec. of State, C.G.S. §33-1181 (Nonstock Corp); Deposit of assets with State Treasurer or other state official C.G.S. §33-1193 (Nonstock Corp)

CT Code § 33-1193

REGULATORY BODY: Other

STATUTE TEXT: Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited for safekeeping with the State Treasurer or other state official empowered to hold such assets. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount.(P.A. 96-256, S. 132, 209.)History: P.A. 96-256 effective January 1, 1997.

NOTES: Initiated by Sec. of State, C.G.S. §33-1181 (Nonstock Corp); Deposit of assets with State Treasurer or other state official C.G.S. §33-1193 (Nonstock Corp)

FL Code § 617.1420 ;; 617.1420000000001

REGULATORY BODY: Other

STATUTE TEXT: 617.1420 Grounds for administrative dissolution.o(1) The Department of State may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if: (a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September; (b) The corporation is without a registered agent or registered office in this state for 30 days or more; (c) The corporation does not notify the Department of State within 30 days after its registered agent or registered office has been changed, after its registered agent has resigned, or after its registered office has been discontinued; (d) The corporation has failed to answer truthfully and fully, within the time prescribed by this act, interrogatories propounded by the Department of State; or (e) The corporationis period of duration stated in its articles of incorporation has expired. (2) The foregoing enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a corporation for other causes as provided by law. History.os. 82, ch. 90-179; s. 17, ch. 2009-72.

NOTES: F.S.A. § 617.1420

GA Code § 14-3-1420

REGULATORY BODY: Other

STATUTE TEXT: The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if: (1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution; (2) The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due; (3) The corporation is without a registered agent or registered office in this state for 60 days or more; (4) The corporation does not notify the Secretary of State within 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 pays a fee as required to be collected by the Secretary of State pursuant to the Code by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.

NOTES: Ga. Code Ann., § 14-3-1420

HI Code § 414D-248

REGULATORY BODY: Other

STATUTE TEXT: ss414D-248 Grounds for administrative dissolution. The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation if the corporation fails to: (1) Pay any fees prescribed by law; (2) File its annual report for a period of two years; (3) Appoint and maintain an agent for service of process as required; or (4) File a statement of a change in the name or business address of the agent as required under chapter 425R. [L 2001, c 105, pt of ss1; am L 2002, c 130, ss60; am L 2003, c 124, ss32; am L 2009, c 55, ss22]

NOTES: Dept. of Commerce and Consumer Affairs HRS § 414D-248

IL Code § 105/112.35

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State - 805 ILCS 105/112.35

IA Code § 504.1421

REGULATORY BODY: Other

STATUTE TEXT: 504.1421 Grounds for administrative dissolution. The secretary of state may commence a proceeding under section 504.1422 to administratively dissolve a corporation if any of the following occurs: 1. The corporation does not deliver its biennial report to the secretary of state, in a form that meets the requirements of section 504.1613, within sixty days after the report is due. 2. The corporation is without a registered agent or registered office in this state for sixty days or more. 3. The corporation does not notify the secretary of state within sixty 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. 4. The corporationis period of duration, if any, stated in its articles of incorporation expires. 2004 Acts, ch 1049, ss144, 192 Referred to in ss504.1422

NOTES: Sec. of State I.C.A. § 504.1421

ME Code § 1113

REGULATORY BODY: Attorney General

STATUTE TEXT: ss1113. Procedure for and effect of administrative dissolution 1. Notice of determination to administratively dissolve corporation. If the Secretary of State determines that one or more grounds exist under section 1112 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination as required by subsection 7. [PL 2007, c. 323, Pt. B, ss10 (AMD); PL 2007, c. 323, Pt. G, ss4 (AFF).] 2. Administrative dissolution. The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation as required by subsection 7 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2007, c. 323, Pt. B, ss11 (AMD); PL 2007, c. 323, Pt. G, ss4 (AFF).] 3. Effect of administrative dissolution; prohibition. A corporation administratively dissolved continues its corporate existence but may not carry on any activities in this State except as necessary to wind up the activities of the corporation. [PL 2003, c. 631, ss3 (NEW).] 4. Authority of registered agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent. [PL 2003, c. 631, ss3 (NEW).] 5. Protecting corporate name after administrative dissolution. The name of a corporation remains in the Secretary of State’s record of corporate names and is protected for a period of 3 years following administrative dissolution. [PL 2003, c. 631, ss3 (NEW).] 6. Notice to Attorney General in case of public benefit corporation. In the case of a public benefit corporation, the Secretary of State shall notify the Attorney General of the administrative dissolution of the corporation under this section. [PL 2003, c. 631, ss3 (NEW).] 7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the corporation. [PL 2007, c. 323, Pt. B, ss12 (NEW); PL 2007, c. 323, Pt. G, ss4 (AFF).] SECTION HISTORY PL 2003, c. 631, ss3 (NEW). PL 2007, c. 323, Pt. B, ssss10-12 (AMD). PL 2007, c. 323, Pt. G, ss4 (AFF).

NOTES: Notice in case of Public Benefit Corp. 13-B M.R.S.A. § 1113

ME Code § 1112

REGULATORY BODY: Other

STATUTE TEXT: ss1112. Grounds for administrative dissolution Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under section 1113 to administratively dissolve a corporation if: [PL 2003, c. 631, ss3 (NEW).]1. Nonpayment of fees or penalties. The corporation does not pay when they are due any fees or penalties imposed by this Title or other law; [PL 2003, c. 631, ss3 (NEW).] 2. Failure to file annual report. The corporation does not deliver its annual report to the Secretary of State as required by section 1301; [PL 2003, c. 631, ss3 (NEW).] 3. Failure to pay late filing penalty. The corporation does not pay the annual report late filing penalty as required by section 1302; [PL 2003, c. 631, ss3 (NEW).] 4. Failure to maintain registered agent. The corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1; [PL 2007, c. 323, Pt. B, ss8 (AMD); PL 2007, c. 323, Pt. G, ss4 (AFF).] 5. Failure to notify of change of registered agent or address. The corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or [PL 2007, c. 323, Pt. B, ss9 (AMD); PL 2007, c. 323, Pt. G, ss4 (AFF).] 6. Filing of false information. An incorporator, director, officer or agent of the corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing. [PL 2003, c. 631, ss3 (NEW).] SECTION HISTORY PL 2003, c. 631, ss3 (NEW). PL 2007, c. 323, Pt. B, ssss8, 9 (AMD). PL 2007, c. 323, Pt. G, ss4 (AFF).

NOTES: Sec. of State 13-B M.R.S.A. § 1112

MD Code § 3-503

REGULATORY BODY: Other

STATUTE TEXT: (a) (1) Except with respect to a tax collectable locally, immediately after September 30 of each year, the State Comptroller shall certify to the Department a list of every Maryland corporation which has not paid a tax due before October 1 of the year after the tax became due. (2) When the Comptroller certifies the list to the Department, the Comptroller shall mail to each listed corporation, at its address as it appears on the Comptrolleris records, a notice that its charter will be repealed, annulled, and forfeited unless all taxes, interest, and penalties due by it are paid. (3) The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of its charter. (b) (1) Immediately after September 30 of each year, the Secretary of Labor shall certify to the Department a list of every Maryland corporation that has not paid an unemployment insurance contribution or made a reimbursement payment due before October 1 of the year after the contribution or payment became due. (2) When the Secretary certifies the list to the Department, the Secretary shall mail to each listed corporation, at its address as it appears on the Secretaryis records, a notice that the charter of the corporation will be repealed, annulled, and forfeited unless all contributions, reimbursement payments, interest, and penalties due by the corporation are paid. (3) The mailing of the notice is sufficient, and the failure of any corporation to receive the notice mailed to it does not affect the repeal, annulment, and forfeiture of the charter of the corporation. (c) Immediately after September 30 of each year, the Department shall certify a list of every Maryland corporation which has not filed an annual report with the Department as required by law or has not paid a tax before October 1 of the year after the report was required to be filed or the taxes were due. (d) After the lists are certified, the Department shall issue a proclamation declaring that the charters of the corporations are repealed, annulled, and forfeited, and the powers conferred by law on the corporations are inoperative, null, and void as of the date of the proclamation, without proceedings of any kind either at law or in equity.

NOTES: The State Comptroller, the Secretary of Labor, and the Department of State can certify noncompliant corporations and the Department of State can then revoke their charter, MD Code, Corporations and Associations, § 3-503

MS Code § 79-11-347

REGULATORY BODY: Other

STATUTE TEXT: The Secretary of State may commence a proceeding under Section 79-11-349 to administratively dissolve a corporation if: (a) The corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by Section 79-11-101 et seq. or other law; (b) The corporation does not deliver a requested status report to the Secretary of State within sixty (60) days after it is due; (c) The corporation is without a registered agent in this state for sixty (60) days or more; (d) The corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or that its registered agent has resigned; (e) The corporationis period of duration, if any, stated in its articles of incorporation expires; (f) The corporation fails to report within the time period specified in Section 79-11-405 the suspension or revocation of its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code; or (g) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.

NOTES: Sec. of State - MS Code § 79-11-347

MO Code § 355.711

REGULATORY BODY: Attorney General

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.711. Procedure, effect of administrative dissolution. o 1. Upon determining that one or more grounds exist under section 355.706 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 355.176. 2. 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 at least sixty days after service of the notice is perfected under section 355.176, the secretary of state may 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 section 355.176, and in the case of a public benefit corporation shall notify the attorney general in writing. 3. A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 355.691 and notify its claimants under sections 355.696 and 355.701. 4. The administrative dissolution of a corporation does not terminate the authority of its registered agent. 5. The corporate name is not available for use by others for a period of two years from the effective date of its administrative dissolution. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: Pub. Benefit Corp only V.A.M.S. 355.711

MO Code § 355.706

REGULATORY BODY: Other

STATUTE TEXT: Effective 28 Aug 2009 355.706. Administrative dissolution, grounds. o The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if: (1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter; (2) The corporation does not deliver its corporate registration report to the secretary of state within ninety days after it is due; (3) The corporation is without a registered agent or registered office in this state for thirty days or more; (4) The corporation does not notify the secretary of state within thirty 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; (5) The corporation’s period of duration, if any, stated in its articles of incorporation expires; or (6) The corporation has procured its charter through fraud practiced upon the state. ——– (L. 1994 H.B. 1095, A.L. 2009 H.B. 481)

NOTES: Sec. of State V.A.M.S. 355.706

NE Code § 21-19 ;; 21-19-138

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) Upon determining that one or more grounds exist under section 21-19,137 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 21-1937 , and in the case of a public benefit corporation shall notify the Attorney General in writing. Terms Used In Nebraska Statutes 21-19,138Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) If the corporation does not, within sixty days after service of the notice is perfected under section 21-1937 , 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, the Secretary of State may 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 section 21-1937 and in the case of a public benefit corporation shall notify the Attorney General in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 21-19,134 and notify its claimants under sections 21-19,135 and 21-19,136 . (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. Source Laws 1996, LB 681, ss 138.

NOTES: Religious and Pub. Benefit Corps. Only - Neb.Rev.St. § 21-19,138

NE Code § 21-19 ;; 21-19-144

REGULATORY BODY: Other

STATUTE TEXT: (a) If after a hearing the district court determines that one or more grounds for judicial dissolution described in section 21-19,141 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the district court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. Terms Used In Nebraska Statutes 21-19,144Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) After entering the decree of dissolution, the district court shall direct the winding up and liquidation of the corporationis affairs in accordance with section 21-19,134 and the notification of its claimants in accordance with sections 21-19,135 and 21-19,136 . Source Laws 1996, LB 681, ss 144.

NOTES: Sec. of State: Neb.Rev.St. § 21-19,144

NY Code § 1014

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 1014. Dissolution of domestic corporations by proclamation. Every corporation incorporated pursuant to this chapter, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations), and registered or required to be registered pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law shall be subject to dissolution for failure to register or to file annual financial reports in accordance with the following procedures: (a) On or before the last day of March, June, September and December in each calendar year, the attorney general may certify and transmit to the department of state a list containing the names of any or all corporations formed pursuant to this chapter and registered or required to register pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law that have not filed annual financial reports for each of the five years immediately preceding the date of such certification. This section shall not be applicable to corporations that filed reports deemed by the attorney general to be incomplete, erroneous or otherwise deficient. (b) No corporation shall be included in any list prepared pursuant to paragraph (a) of this section unless (1) in each of the last two years during which such corporation failed to file its annual report, the attorney general has sent to such corporation by certified mail return receipt requested notice that the corporation has failed to file and has three months from the date of such notice to file all delinquent reports and complete all registration requirements, provided, however, that if the last known address of record of the corporation is not within the United States, the notice to such corporation shall be sent by any other reasonable means, (2) the second such notice was sent at least six months prior to the date of the certification required by paragraph (a) of this section and (3) the attorney general used reasonable diligence to identify a current address for the corporation. (c) If the secretary of state, upon comparing the names so certified with his or her records, shall discover error, he or she may return the list to the attorney general for correction. (d) The secretary of state shall make a proclamation under his or her hand and seal of office as to each list received from the attorney general declaring any corporations whose names are included in such list to be dissolved and their certificates of incorporation to be forfeited. The secretary shall file the original proclamation in his or her office and shall publish a copy thereof in the state register no later than three months following receipt of the list by him or her. (e) Upon the publication of such proclamation in the manner proscribed in paragraph (d) of this section, each corporation named therein shall be deemed dissolved without further legal proceedings. (f) The secretary of state shall mail a copy of the state register containing such proclamation to the clerk of each county in the state. The county clerk shall file the copy without charge but need not record it. (g) The names of all corporations so dissolved shall be reserved for a period of one year immediately following the publication of the proclamation, and during such period no domestic business corporation, not-for-profit corporation, limited liability company or limited partnership shall be formed under a name the same as any name so reserved or which may not be distinguished from any name so reserved, nor shall any foreign business corporation, not-for-profit corporation, limited liability company or limited partnership, within such period, be authorized to do business or conduct activities in this state under a name the same as any name so reserved or which may not be distinguished from such any name so reserved. (h) Any corporation so dissolved may file in the department of state a written consent by the attorney general to the reinstatement of the corporation. Such written consent shall be given if the attorney general shall have received all annual financial reports and fees required by article 7-A of the executive law and article 8 of the estates, powers and trusts law and penalties and interest charges related thereto have been paid or waived. The filing of such consent shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. The fee of the secretary of state for filing such consent shall be fifty dollars. No such consent shall be filed if the name of a domestic not-for-profit corporation, business corporation, not-for-profit corporation, limited liability company or limited partnership formed later than one year after the publication of the proclamation of dissolution, or the name or fictitious name or of a foreign business corporation, not-for-profit corporation, limited liability company or limited partnership which has obtained authority to do business or conduct activities in the state later than one year after such proclamation, or name which has been reserved later than one year after such proclamation, is the same as or may not be distinguished from the name of the corporation filing such consent unless such corporation simultaneously files in the department of state a certificate of amendment to change the name of such corporation. Such certificate of amendment shall be executed in like manner as if such corporation had not been dissolved. (i) If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the attorney general shall so certify to the secretary of state, and the secretary of state shall make appropriate entry on the records of the department of state, which entry shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. (j) Whenever a corporation shall have complied with paragraph (h) of this section or whenever the procedures specified in paragraph (i) of this section shall have been taken, the secretary of state shall publish a notice thereof in the state register and shall send a copy of such notice to the county clerk of the county in which, according to his or her records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his or her records without charge. (k) If, after the dissolution of any corporation, assets of the corporation are located, the attorney general shall act with respect to such assets in accordance with this article and article 11 (Judicial dissolution). (a) On or before the last day of March, June, September and December in each calendar year, the attorney general may certify and transmit to the department of state a list containing the names of any or all corporations formed pursuant to this chapter and registered or required to register pursuant to article 7-A of the executive law or article 8 of the estates, powers and trusts law that have not filed annual financial reports for each of the five years immediately preceding the date of such certification. This section shall not be applicable to corporations that filed reports deemed by the attorney general to be incomplete, erroneous or otherwise deficient. (b) No corporation shall be included in any list prepared pursuant to paragraph (a) of this section unless (1) in each of the last two years during which such corporation failed to file its annual report, the attorney general has sent to such corporation by certified mail return receipt requested notice that the corporation has failed to file and has three months from the date of such notice to file all delinquent reports and complete all registration requirements, provided, however, that if the last known address of record of the corporation is not within the United States, the notice to such corporation shall be sent by any other reasonable means, (2) the second such notice was sent at least six months prior to the date of the certification required by paragraph (a) of this section and (3) the attorney general used reasonable diligence to identify a current address for the corporation. (c) If the secretary of state, upon comparing the names so certified with his or her records, shall discover error, he or she may return the list to the attorney general for correction. (d) The secretary of state shall make a proclamation under his or her hand and seal of office as to each list received from the attorney general declaring any corporations whose names are included in such list to be dissolved and their certificates of incorporation to be forfeited. The secretary shall file the original proclamation in his or her office and shall publish a copy thereof in the state register no later than three months following receipt of the list by him or her. (e) Upon the publication of such proclamation in the manner proscribed in paragraph (d) of this section, each corporation named therein shall be deemed dissolved without further legal proceedings. (f) The secretary of state shall mail a copy of the state register containing such proclamation to the clerk of each county in the state. The county clerk shall file the copy without charge but need not record it. (g) The names of all corporations so dissolved shall be reserved for a period of one year immediately following the publication of the proclamation, and during such period no domestic business corporation, not-for-profit corporation, limited liability company or limited partnership shall be formed under a name the same as any name so reserved or which may not be distinguished from any name so reserved, nor shall any foreign business corporation, not-for-profit corporation, limited liability company or limited partnership, within such period, be authorized to do business or conduct activities in this state under a name the same as any name so reserved or which may not be distinguished from such any name so reserved. (h) Any corporation so dissolved may file in the department of state a written consent by the attorney general to the reinstatement of the corporation. Such written consent shall be given if the attorney general shall have received all annual financial reports and fees required by article 7-A of the executive law and article 8 of the estates, powers and trusts law and penalties and interest charges related thereto have been paid or waived. The filing of such consent shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. The fee of the secretary of state for filing such consent shall be fifty dollars. No such consent shall be filed if the name of a domestic not-for-profit corporation, business corporation, not-for-profit corporation, limited liability company or limited partnership formed later than one year after the publication of the proclamation of dissolution, or the name or fictitious name or of a foreign business corporation, not-for-profit corporation, limited liability company or limited partnership which has obtained authority to do business or conduct activities in the state later than one year after such proclamation, or name which has been reserved later than one year after such proclamation, is the same as or may not be distinguished from the name of the corporation filing such consent unless such corporation simultaneously files in the department of state a certificate of amendment to change the name of such corporation. Such certificate of amendment shall be executed in like manner as if such corporation had not been dissolved. (i) If, after the publication of such proclamation, it shall appear that the name of any corporation was erroneously included therein, the attorney general shall so certify to the secretary of state, and the secretary of state shall make appropriate entry on the records of the department of state, which entry shall have the effect of annulling all of the proceedings theretofore taken under the provisions of this section for the dissolution of such corporation with the same force and effect as if such proclamation had not been made or published. (j) Whenever a corporation shall have complied with paragraph (h) of this section or whenever the procedures specified in paragraph (i) of this section shall have been taken, the secretary of state shall publish a notice thereof in the state register and shall send a copy of such notice to the county clerk of the county in which, according to his or her records, the office of the corporation is located. Such county clerk shall file such copy and make appropriate entry on his or her records without charge. (k) If, after the dissolution of any corporation, assets of the corporation are located, the attorney general shall act with respect to such assets in accordance with this article and article 11 (Judicial dissolution).

NOTES: N-PCL § 1014

NC Code § 55A-14-20

REGULATORY BODY: Other

STATUTE TEXT: 55A-14-20. Grounds for administrative dissolution.The Secretary of State may commence a proceeding under G.S. 55A-14-21 to dissolve administratively a corporation if:(1) The corporation does not pay within 60 days after they are due any penalties, fees, or other payments due under this Chapter;(2) Repealed by Session Laws 1995, c. 539, s. 24.(3) The corporation is without a registered agent or registered office in this State for 60 days or more;(4) The corporation does not notify the Secretary of State within 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;(5) The corporation’s period of duration stated in its articles of incorporation expires;(6) The corporation knowingly fails or refuses to answer truthfully and fully within the time prescribed in this Chapter interrogatories propounded by the Secretary of State in accordance with the provisions of this Chapter; or(7) The corporation does not designate the address of its principal office with the Secretary of State or does not notify the Secretary of State within 60 days that the principal office has changed. (1993, c. 398, s. 1; 1995, c. 539, ss. 24, 25.)

NOTES: N.C.G.S.A. § 55A-14-20

ND Code § 10-33-139

REGULATORY BODY: Other

STATUTE TEXT: 1.Each corporation, and each foreign corporation authorized to conduct activities in this state, shall file, within the time provided in subsection 3, an annual report setting forth:a.The name of the corporation or foreign corporation and the state or country under the laws of which it is incorporated.b.The address of the registered office of the corporation or foreign corporation in this state, the name of its registered agent in this state at that address, and the address of its principal executive office.c.A brief statement of the character of the activities in which the corporation or foreign corporation is actually engaged in this state.d.The names and respective addresses of the officers and directors of the corporation or foreign corporation.e.The section of the Internal Revenue Code by which its tax status is established.2.The annual report must be submitted on forms prescribed by the secretary of state.The information provided must be given as of the date of the execution of the report. The annual report must be signed as provided in subsection 34 of section 10-33-01 or in the articles or bylaws, or in a resolution approved by the affirmative vote of the required proportion or number of the directors or members entitled to vote. If the corporation or foreign corporation is in the hands of a receiver or trustee, it must be signed on behalf of the corporation or foreign corporation by the receiver or trustee. The secretary of state may destroy all annual reports provided for in this section after they have been on file for six years.3.The annual report must be delivered to the secretary of state before February first of each year, except that the first annual report must be delivered before February first of the year following the calendar year in which the certificate of incorporation or certificate of authority was issued by the secretary of state.a.An annual report in a sealed envelope postmarked by the United States postal service before February first, or an annual report in a sealed packet with a verified shipment date by any other carrier service before February first, complies with this requirement. When the filing date falls on a Saturday or holiday as defined in section 1-03-01, a postmark or verified shipment date on the next business day complies with this requirement.b.The secretary of state must file the report if the report conforms to the requirements of subsection 2.(1) If the report does not conform, it must be returned to the corporation for any necessary corrections.(2) If the report is filed before the deadlines provided in this subsection, penalties for the failure to file a report within the time provided do not apply, if the report is corrected to conform to the requirements of subsection 2 and returned to the secretary of state within thirty days after the annual report was returned by the secretary of state for correction.4.After the date established under subsection 3, the secretary of state shall notify any corporation or foreign corporation failing to file its annual report that its certificate of incorporation or certificate of authority is not in good standing and that it may be dissolved or revoked pursuant to subsections 5 and 6. The secretary of state must mail the notice to the last registered agent at the last registered office. If the corporation or foreign corporation files its annual report after the notice is mailed, together with the annual report filing fee and late filing penalty fee as provided in section 10-33-140, the secretary of state shall restore its certificate of incorporation or certificate of authority to good standing.5.A corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established in subsection 3 ceases to exist and is considered involuntarily dissolved by operation of law.a.Thereafter, the secretary of state shall note the termination of the corporation’s certificate of incorporation on the records of the secretary of state and shall give notice of the action to the dissolved corporation.b.Notice by the secretary of state must be mailed to the last registered agent at the last registered office.6.A foreign corporation that does not file its annual report, along with the statutory filing and penalty fees, within one year after the date established by subsection 3 forfeits its authority to conduct activities in this state.a. The secretary of state shall note the revocation of the foreign corporation’s certificate of authority on the records of the secretary of state and shall give notice of the action to the foreign corporation.b.Notice by the secretary of state must be mailed to the foreign corporation’s last registered agent at the last registered office.c.The decision by the secretary of state that a certificate of authority must be revoked under this subsection is final.7.A corporation that was dissolved for failure to file an annual report, or a foreign corporation whose authority was forfeited by failure to file an annual report, may be reinstated by filing a past-due report, together with the statutory filing and penalty fees for an annual report and a reinstatement fee as provided in section 10-33-140. The fees must be paid and the report filed within one year following the involuntary dissolution or revocation. Reinstatement under this subsection does not affect the rights or liability for the time from the dissolution or revocation to the reinstatement.8.The secretary of state may waive any penalties provided in this section when an annual report form could not be delivered to the corporation.

NOTES: NDCC, 10-33-139

OR Code § 65.651 ;; 65-651

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) If the Secretary of State determines that one or more grounds exist under ORS 65.647 for dissolving a corporation, the Secretary of State shall give the corporation written notice of that determination.(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall administratively dissolve the corporation, and in the case of a public benefit corporation shall notify the Attorney General in writing. (3) A corporation administratively dissolved continues the corporationis corporate existence but may not carry on any activities except those necessary or appropriate to wind up and liquidate the corporationis affairs under ORS 65.637 and notify the corporationis claimants under ORS 65.641 and 65.644. (4) The administrative dissolution of a corporation does not terminate the authority of the corporationis registered agent. [1989 c.1010 ss139; 1993 c.190 ss6; 2013 c.159 ss11]

NOTES: O.R.S. § 65.651

OR Code § 65.651 ;; 65-651

REGULATORY BODY: Other

NOTES: O.R.S. § 65.651

RI Code § 7-6-96

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 7-6-96. Interrogatories by secretary of state. The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whether the corporation has complied with all the applicable provisions of this chapter. The interrogatories shall be answered within thirty (30) days after their mailing, or within any additional time that is fixed by the secretary of state. The answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by that individual and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary, or treasurer or assistant treasurer of the corporation. The secretary of state need not file any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and not then if the interrogatory answers disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for any action that the attorney general deems appropriate, all interrogatories and answers to them that disclose a violation of any of the provisions of this chapter. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1.)

NOTES: Sec. of State may certify interrogatories to AG regarding any action the AG deems appropriate: Gen.Laws 1956, § 7-6-96

RI Code § 7-6-56

REGULATORY BODY: Other

STATUTE TEXT: ss 7-6-56. Revocation of certificate of incorporation. (a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable; (4) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter; (5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; (6) The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or (7) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter. (b) No certificate of incorporation of a corporation shall be revoked by the secretary of state unless: (1) The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows: (i) To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or (ii) In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and (2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2001, ch. 26, ss 2; P.L. 2001, ch. 268, ss 2.)

NOTES: Sec. of State Gen.Laws 1956, § 7-6-56

SC Code § 33-31-1421

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) Upon determining that one or more grounds exist under Section 33-31-1420(a) for dissolving a corporation, the Secretary of State may serve the corporation with written notice of that determination under Section 33-31-504, and in the case of a public benefit corporation shall also notify the Attorney General in writing. (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 at least sixty days after service of the notice is perfected under Section 33-31-504, 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 Section 33-31-504, and in the case of a public benefit or religious corporation shall notify the Attorney General in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 33-31-1406 and notify its claimants under Sections 33-31-1407 and 33-31-1408. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Code 1976 § 33-31-1421

SC Code § 33-31-1421

REGULATORY BODY: Other

NOTES: Code 1976 § 33-31-1421

TN Code § 48-64-202

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) If the secretary of state determines that one (1) or more grounds exist under ss 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state’s determination under ssss 48-55-104 and 48-55-105, except that such determination may be sent by first class mail, and in the case of a public benefit corporation, shall notify the attorney general and reporter in writing. (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 two (2) months after service of the notice is perfected under ssss 48-55-104 and 48-55-105, 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 ssss 48-55-104 and 48-55-105, except that the certificate may be sent by first class mail. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except that necessary to wind up and liquidate its assets and affairs under ss 48-64-106 and notify claimants under ssss 48-64-107 and 48-64-108. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

NOTES: T. C. A. § 48-64-202

TN Code § 48-64-202

REGULATORY BODY: Other

NOTES: T. C. A. § 48-64-202

TX Code § 11.251

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: V.T.C.A., Business Organizations Code § 11.251

UT Code § 16-6a-1410 ;; section-1410

REGULATORY BODY: Other

STATUTE TEXT: 16-6a-1410. Grounds for administrative dissolution. The division may commence a proceeding under Section 16-6a-1411 for administrative dissolution of a nonprofit corporation if: (1) the nonprofit corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state; (2) the nonprofit corporation does not deliver its annual report to the division when it is due; (3) the nonprofit corporation is without a registered agent; or (4) the nonprofit corporation does not give notice to the division that: (a) its registered agent has been changed; (b) its registered agent has resigned; or (c) the nonprofit corporation’s period of duration stated in its articles of incorporation expires. Amended by Chapter 364, 2008 General Session

NOTES: Utah Code § 16-6a-1410

VT Code § 14.21

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 14.21. Procedure for and effect of involuntary termination (a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title. (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 at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may 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 section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing. (c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title. (d) The involuntarily dissolution of a corporation does not terminate the authority of its registered agent. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 14.21

VT Code § 14.2

REGULATORY BODY: Other

STATUTE TEXT: ss 14.20. Involuntary termination The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if: (1) the corporation does not pay within 60 days after they are due fees imposed by this title; (2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due; (3) the corporation is without a registered agent or registered office in this State for 60 days or more; or (4) the corporation does not notify the Secretary of State within 120 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. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 14.20

VA Code § 13.1-915 ;; 13-1-915

REGULATORY BODY: Attorney General

STATUTE TEXT: A. The corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation (i) has continued to exceed or abuse the authority conferred upon it by law; (ii) has failed to maintain a registered office or a registered agent in the Commonwealth as required by law; (iii) has failed to file any document required by this Act to be filed with the Commission; or (iv) has been convicted for a violation of 8 U.S.C. ss 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. Upon termination, the properties and affairs of the corporation shall pass automatically to its directors as trustees in liquidation. The trustees then shall proceed to collect the assets of the corporation, and pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets in accordance with ss 13.1-907. A corporation whose existence is terminated pursuant to clause (iv) shall not be eligible for reinstatement for a period of not less than one year.B. Any corporation convicted of the offense listed in clause (iv) of subsection A shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction.C. Before entering any such order the Commission shall issue a rule against the corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.Code 1950, ss 13.1-256; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1976, c. 350; 1985, c. 522; 1991, c. 310; 2007, c. 925; 2008, cc. 588, 770.

NOTES: VA Code Ann. § 13.1-915

VA Code § 13.1-915 ;; 13-1-915

REGULATORY BODY: Other

NOTES: VA Code Ann. § 13.1-915

WV Code § 31E-13-1320

REGULATORY BODY: Other

STATUTE TEXT: The Secretary of State may commence a proceeding under section one thousand three hundred twenty-one of this article to administratively dissolve a corporation if:(1) The corporation does not pay within sixty days after they are due any fees, franchise taxes or penalties imposed by this chapter or other law;(2) The corporation does not notify the Secretary of State within sixty 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;(3) The corporation’s period of duration stated in its articles of incorporation expires;(4) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is or all the licenses are required for the continued operation of the nonprofit entity; or(5) The corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.

NOTES: W. Va. Code, § 31E-13-1320

WI Code § 181.1420 ;; 181.142

REGULATORY BODY: Other

STATUTE TEXT: 181.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs: (1) Nonpayment. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter. (2) Failure to file annual report. The corporation does not have on file its annual report with the department within one year after it is due. (3) Failure to maintain registered agent or office. The corporation is without a registered agent or registered office in this state for at least one year. (4) Failure to notify department of change. The corporation does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued. (5) Failure of domesticating corporation to file required notice. The corporation does not file a notice required under s. 181.1533 (5) (a) within one year of the date that it is required under s. 181.1533 (5) (a) to be filed. (6) Duration expires. The corporation’s period of duration stated in its articles of incorporation expires. (7) Human trafficking. The corporation violates s. 940.302 (2) or 948.051 (2).History: 1997 a. 79; 2007 a. 116.

NOTES: Dept. of Fin. Inst., W.S.A. 181.1420

WY Code § 17-19-1421

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1421. Procedure for and effect of administrative dissolution. (a) Upon determining that one (1) or more grounds exist under W.S. 17-19-1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under W.S. 17-28-104. In the case of a public benefit corporation the secretary of state shall also notify the attorney general in writing. (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 at least sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may 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 W.S. 17-28-104, and in the case of a public benefit corporation shall notify the attorney general in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under W.S. 17-19-1406 and notify its claimants under W.S. 17-19-1407 and 17-19-1408. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. (e) Repealed by Laws 2008, Ch. 91, ss 3.

NOTES: [W.S.1977 § 17-19-1421

WY Code § 17-19-1420

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1420. Grounds for administrative dissolution. (a) The secretary of state may commence a proceeding under W.S. 17-19-1421 to administratively dissolve a corporation if any of the following has occurred: (i) The corporation is without a registered agent or registered office in this state for thirty (30) days or more; (ii) The corporation does not notify the secretary of state within thirty (30) 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; (iii) The corporation’s period of duration, if any, stated in its articles of incorporation expires; (iv) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630; (v) It is in the public interest and the corporation: (A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or (B) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107. (vi) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; (vii) The corporation has failed to respond to a valid and enforceable subpoena; (viii) The corporation has failed to pay any penalties imposed under W.S. 17-28-109. (b) Prior to commencing a proceeding under W.S. 17-19-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.

NOTES: W.S.1977 § 17-19-1420