IC 23-1-51
    Chapter 51. Revocation of Certificate of Authority of ForeignCorporations

IC 23-1-51-1
Grounds
    Sec. 1. The secretary of state may commence a proceeding undersection 2 of this chapter to revoke the certificate of authority of aforeign corporation authorized to transact business in Indiana if:
        (1) the foreign corporation does not deliver its annual report tothe secretary of state within sixty (60) days after it is due;
        (2) the foreign corporation does not pay within sixty (60) daysafter they are due any franchise taxes or penalties imposed bythis article or other law;
        (3) the foreign corporation is without a registered agent orregistered office in Indiana for sixty (60) days or more;
        (4) the foreign corporation does not inform the secretary of stateunder IC 23-1-49-8 or IC 23-1-49-9 that its registered agent orregistered office has changed, that its registered agent hasresigned, or that its registered office has been discontinuedwithin sixty (60) days of the change, resignation, ordiscontinuance;
        (5) an incorporator, director, officer, or agent of the foreigncorporation signed a document the incorporator, director,officer, or agent knew was false in any material respect withintent that the document be delivered to the secretary of statefor filing; or
        (6) the secretary of state receives a duly authenticatedcertificate from the secretary of state or other official havingcustody of corporate records in the state or country under whoselaw the foreign corporation is incorporated stating that it hasbeen dissolved or disappeared as the result of a merger.
As added by P.L.149-1986, SEC.35.

IC 23-1-51-2
Procedure for revocation; service of process after revocation
    Sec. 2. (a) If the secretary of state determines that one (1) or moregrounds exist under section 1 of this chapter for revocation of acertificate of authority, the secretary of state shall, underIC 23-1-49-10, serve the foreign corporation with written notice ofthe determination.
    (b) If the foreign corporation does not correct each ground forrevocation or demonstrate to the reasonable satisfaction of thesecretary of state that each ground determined by the secretary ofstate does not exist within sixty (60) days after service of the noticeis perfected under IC 23-1-49-10, the secretary of state may revokethe foreign corporation's certificate of authority by signing acertificate of revocation that recites the ground or grounds forrevocation and its effective date. The secretary of state shall file theoriginal of the certificate and serve a copy on the foreign corporation

under IC 23-1-49-10.
    (c) The authority of a foreign corporation to transact business inIndiana ceases on the date shown on the certificate revoking itscertificate of authority.
    (d) The secretary of state's revocation of a foreign corporation'scertificate of authority appoints the secretary of state the foreigncorporation's agent for service of process in any proceeding based ona cause of action that arose during the time the foreign corporationwas authorized to transact business in Indiana. Service of process onthe secretary of state under this subsection is service on the foreigncorporation. Upon receipt of process, the secretary of state shall maila copy of the process to the secretary of the foreign corporation at itsprincipal office shown in its most recent annual report or in anysubsequent communication received from the corporation stating thecurrent mailing address of its principal office, or, if none are on file,in its application for a certificate of authority.
    (e) Revocation of a foreign corporation's certificate of authoritydoes not terminate the authority of the registered agent of thecorporation.
As added by P.L.149-1986, SEC.35.

IC 23-1-51-3
Appeal
    Sec. 3. (a) A foreign corporation may appeal the secretary ofstate's revocation of its certificate of authority to the circuit orsuperior court of the county in which its registered office is locatedwithin thirty (30) days after service of the certificate of revocation isperfected under IC 23-1-49-10. The foreign corporation appeals bypetitioning the court to set aside the revocation and attaching to thepetition copies of its certificate of authority and the secretary ofstate's certificate of revocation.
    (b) The court may order the secretary of state to reinstate thecertificate of authority or may take any other action the courtconsiders appropriate.
    (c) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.149-1986, SEC.35.