§415A-18  Administrative dissolution;
expiration; reinstatement.  (a)  The director may commence a proceeding to
dissolve a professional corporation administratively 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 this chapter.



Before the director may declare a professional
corporation dissolved, the director shall give notice of any grounds for
dissolution by mailing the notice to the professional corporation at its last
known address appearing in the records of the director.



(b)  If the professional corporation does not
correct each ground for dissolution or demonstrate to the reasonable
satisfaction of the director that each ground determined by the director does
not exist within sixty days after the date of mailing of the director's written
notice, the 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 director's office.  The
administrative dissolution of a corporation shall not terminate the authority
of its registered agent.



(c)  A professional corporation that is
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)  In each case where the director has given
a professional corporation notice of intention to dissolve the corporation on
the grounds that its articles of incorporation have been procured through
fraud, the corporation shall be entitled to petition for an administrative
hearing under chapter 91 and shall give written notice to the director thereof,
before the director may declare the corporation dissolved under subsection (a).



(e)  A professional corporation that is
administratively dissolved under this section may apply to the director for
reinstatement within two years after the effective date of dissolution.  The
application shall:



(1)  Recite the name of the professional corporation
and the effective date of its administrative dissolution;



(2)  Contain all reports due and unfiled;



(3)  Contain the payment of all delinquent fees and
penalties; and



(4)  Contain a certificate from the department of
taxation indicating that all taxes owed by the professional corporation have
been paid, a payment arrangement has been entered into, or the unpaid tax
liabilities are being contested in an administrative or judicial appeal with
the department of taxation.



Within the applicable reinstatement period,
should the name of the professional corporation, or a name substantially
identical thereto, be 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, then reinstatement shall be allowed only upon the registration of
a new name by the administratively dissolved professional corporation pursuant
to the amendment provisions of this chapter.



(f)  If a professional corporation's period of
duration specified in its articles of incorporation has expired, the
professional 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.



(g)  The professional corporation, at any time
within two years of expiration of its period of duration, may amend its
articles of incorporation to extend its period of duration, and upon the
amendment, the professional corporation may resume carrying on its business as
if the expiration had never occurred; provided that, if the name of the
professional corporation or a name substantially identical thereto 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, then the extension of its period of duration shall be allowed only upon
the registration of a new name by the professional corporation pursuant to the amendment
provisions of this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §122;
am L 1996, c 92, §9; am L 1998, c 2, §98; am L 1999, c 249, §15; am L 2000, c
219, §27; am L 2002, c 40, §51 and c 130, §77; am L 2004, c 121, §21; am L
2006, c 235, §10; am L 2008, c 54, §7; am L 2009, c 23, §8]