IC 23-1-46
    Chapter 46. Administrative Dissolution

IC 23-1-46-1
Grounds
    Sec. 1. The secretary of state may commence a proceeding undersection 2 of this chapter to administratively dissolve a corporation if:
        (1) the corporation does not pay within sixty (60) days afterthey are due any franchise taxes or penalties imposed by thisarticle or other law;
        (2) the corporation does not deliver for filing its biennial reportto the secretary of state within sixty (60) days after it is due;
        (3) the corporation is without a registered agent or registeredoffice in this state for sixty (60) days or more;
        (4) the corporation does not notify the secretary of state withinsixty (60) days that its registered agent or registered office hasbeen changed, that its registered agent has resigned, or that itsregistered office has been discontinued; or
        (5) the corporation's period of duration stated in its articles ofincorporation expires.
As added by P.L.149-1986, SEC.30. Amended by P.L.228-1995,SEC.9.

IC 23-1-46-2
Procedure for dissolution; winding up affairs; authority ofregistered agent
    Sec. 2. (a) If the secretary of state determines that one (1) or moregrounds exist under section 1 of this chapter for dissolving acorporation, the secretary of state shall serve the corporation withwritten notice of the determination under IC 23-1-24-4.
    (b) If the corporation does not correct each ground for dissolutionor demonstrate to the reasonable satisfaction of the secretary of statethat each ground determined by the secretary of state does not existwithin sixty (60) days after service of the notice is perfected underIC 23-1-24-4, the secretary of state shall administratively dissolve thecorporation by signing a certificate of dissolution that recites theground or grounds for dissolution and its effective date. Thesecretary of state shall file the original of the certificate and serve acopy on the corporation under IC 23-1-24-4.
    (c) A corporation administratively dissolved continues itscorporate existence but may not carry on any business except thatnecessary to wind up and liquidate its business and affairs underIC 6-8.1-10-9 and IC 23-1-45-5 and notify claimants underIC 23-1-45-6 and IC 23-1-45-7.
    (d) The administrative dissolution of a corporation does notterminate the authority of its registered agent.
As added by P.L.149-1986, SEC.30. Amended by P.L.73-1988,SEC.2.

IC 23-1-46-3 Reinstatement
    Sec. 3. (a) A corporation administratively dissolved under section2 of this chapter may apply to the secretary of state for reinstatement.The application must:
        (1) recite the name of the corporation and the effective date ofits administrative dissolution;
        (2) state that the ground or grounds for dissolution either didnot exist or have been eliminated;
        (3) state that the corporation's name satisfies the requirementsof IC 23-1-23-1; and
        (4) contain a certificate from the department of state revenuereciting that all taxes owed by the corporation have been paid.
    (b) If the secretary of state determines that the applicationcontains the information required by subsection (a) and that theinformation is correct, the secretary of state shall cancel thecertificate of dissolution and prepare a certificate of reinstatementthat recites the determination and the effective date of reinstatement,file the original of the certificate, and serve a copy on the corporationunder IC 23-1-24-4.
    (c) When the reinstatement is effective, it relates back to and takeseffect as of the effective date of the administrative dissolution andthe corporation resumes carrying on its business as if theadministrative dissolution had never occurred.
As added by P.L.149-1986, SEC.30. Amended by P.L.107-1987,SEC.23.

IC 23-1-46-4
Denial of application for reinstatement; notice; appeal
    Sec. 4. (a) If the secretary of state denies a corporation'sapplication for reinstatement following administrative dissolution,the secretary of state shall serve the corporation under IC 23-1-24-4with a written notice that explains the reason or reasons for denial.
    (b) The corporation may appeal the denial of reinstatement to thecircuit or superior court of the county where the corporation'sprincipal office (or, if none in Indiana, its registered office) is locatedwithin thirty (30) days after service of the notice of denial isperfected. The corporation appeals by petitioning the court to setaside the dissolution and attaching to the petition copies of thesecretary of state's certificate of dissolution, the corporation'sapplication for reinstatement, and the secretary of state's notice ofdenial.
    (c) The court may order the secretary of state to reinstate thedissolved corporation or may take other action the court considersappropriate.
    (d) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.149-1986, SEC.30.