§414-402  Procedure for and effect ofadministrative dissolution and effect of expiration.  (a)  If thedepartment director determines that one or more grounds exist under section414-401 for dissolving a corporation, the department director shall give writtennotice of the department director's determination by mailing the notice to thecorporation at its last known address appearing in the records of thedepartment director.

(b)  If the corporation does not correct eachground for dissolution or demonstrate to the reasonable satisfaction of thedepartment director that each ground determined by the department director doesnot exist within sixty days after the date of mailing of the departmentdirector's written notice, the department director shall administrativelydissolve the corporation by signing a decree of dissolution that recites anygrounds for dissolution and its effective date.  The decree shall be filed inthe department director's office.

(c)  A corporation administratively dissolvedcontinues its corporate existence but may not carry on any business except thatnecessary to wind up and liquidate its business and affairs under section414-385 and notify claimants under sections 414-386 and 414-387.

(d)  The administrative dissolution of a corporationdoes not terminate the authority of its registered agent.

(e)  If a corporation's period of durationspecified in its articles of incorporation has expired, the corporationcontinues its corporate existence but may not carry on any business except thatnecessary to wind up and liquidate its business and affairs under section414-385 and notify claimants under sections 414-386 and 414-387.

(f)  The corporation, at any time within twoyears of the expiration of its period of duration, may amend its articles ofincorporation to extend its period of duration, and upon the amendment, thecorporation may resume carrying on its business as if the expiration had neveroccurred; provided that if the name of the corporation, or a name substantiallyidentical is registered or reserved by another entity, or if that name or aname substantially identical is registered as a trade name, trademark, orservice mark, the extension of its period of duration shall be allowed onlyupon the registration of a new name by the corporation pursuant to theamendment provisions of this chapter. [L 2000, c 244, pt of §1; am L 2002, c130, §29; am L 2003, c 124, §9; am L 2006, c 184, §7; am L 2008, c 54, §2; am L2009, c 23, §1]