§415A-18  Administrative dissolution;expiration; reinstatement.  (a)  The director may commence a proceeding todissolve a professional corporation administratively if the corporation failsto:

(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 ofprocess as required; or

(4)  File a statement of a change in the name orbusiness address of the agent as required under this chapter.

Before the director may declare a professionalcorporation dissolved, the director shall give notice of any grounds fordissolution by mailing the notice to the professional corporation at its lastknown address appearing in the records of the director.

(b)  If the professional corporation does notcorrect each ground for dissolution or demonstrate to the reasonablesatisfaction of the director that each ground determined by the director doesnot exist within sixty days after the date of mailing of the director's writtennotice, the director shall administratively dissolve the corporation by signinga decree of dissolution that recites any grounds for dissolution and itseffective date.  The decree shall be filed in the director's office.  Theadministrative dissolution of a corporation shall not terminate the authorityof its registered agent.

(c)  A professional corporation that isadministratively dissolved continues its corporate existence but may not carryon any business except that necessary to wind up and liquidate its business andaffairs under section 414-385 and notify claimants under sections 414-386 and414-387.

(d)  In each case where the director has givena professional corporation notice of intention to dissolve the corporation onthe grounds that its articles of incorporation have been procured throughfraud, the corporation shall be entitled to petition for an administrativehearing 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 isadministratively dissolved under this section may apply to the director forreinstatement within two years after the effective date of dissolution.  Theapplication shall:

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

(2)  Contain all reports due and unfiled;

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

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

Within the applicable reinstatement period,should the name of the professional corporation, or a name substantiallyidentical thereto, be registered or reserved by another entity or if that nameor a name substantially identical is registered as a trade name, trademark, orservice mark, then reinstatement shall be allowed only upon the registration ofa new name by the administratively dissolved professional corporation pursuantto the amendment provisions of this chapter.

(f)  If a professional corporation's period ofduration specified in its articles of incorporation has expired, theprofessional corporation continues its corporate existence but may not carry onany business except that necessary to wind up and liquidate its business andaffairs under section 414-385 and notify claimants under sections 414-386 and414-387.

(g)  The professional corporation, at any timewithin two years of expiration of its period of duration, may amend itsarticles of incorporation to extend its period of duration, and upon theamendment, the professional corporation may resume carrying on its business asif the expiration had never occurred; provided that, if the name of theprofessional corporation or a name substantially identical thereto isregistered or reserved by another entity, or if that name or a namesubstantially identical is registered as a trade name, trademark, or servicemark, then the extension of its period of duration shall be allowed only uponthe registration of a new name by the professional corporation pursuant to the amendmentprovisions 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, c219, §27; am L 2002, c 40, §51 and c 130, §77; am L 2004, c 121, §21; am L2006, c 235, §10; am L 2008, c 54, §7; am L 2009, c 23, §8]