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



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



(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 section
414-385 and notify claimants under sections 414-386 and 414-387.



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



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



(f)  The corporation, at any time within two
years of the expiration of its period of duration, may amend its articles of
incorporation to extend its period of duration, and upon the amendment, the
corporation may resume carrying on its business as if the expiration had never
occurred; provided that if the name of the corporation, or a name substantially
identical is registered or reserved by another entity, or if that name or a
name substantially identical is registered as a trade name, trademark, or
service mark, the extension of its period of duration shall be allowed only
upon the registration of a new name by the corporation pursuant to the
amendment provisions of this chapter. [L 2000, c 244, pt of §1; am L 2002, c
130, §29; am L 2003, c 124, §9; am L 2006, c 184, §7; am L 2008, c 54, §2; am L
2009, c 23, §1]