CHAPTER 23. ADMINISTRATIVE DISSOLUTION
IC 23-17-23
Chapter 23. Administrative Dissolution
IC 23-17-23-1
Grounds
Sec. 1. The secretary of state may commence a proceeding undersection 2 of this chapter to administratively dissolve a corporation ifthe following occur:
(1) The corporation does not pay within sixty (60) days afterthey are due any taxes or penalties imposed by this article orother law.
(2) The corporation does not deliver the corporation's annualreport to the secretary of state within sixty (60) days after thereport is due.
(3) The corporation is without a registered agent or registeredoffice in Indiana for at least sixty (60) days.
(4) The corporation does not notify the secretary of state withinsixty (60) days that the corporation's:
(A) registered agent or registered office has been changed;
(B) registered agent has resigned; or
(C) registered office has been discontinued.
(5) The corporation's period of duration, if any, stated in thecorporation's articles of incorporation expires.
As added by P.L.179-1991, SEC.1.
IC 23-17-23-2
Procedure for dissolution; notice; certificate of dissolution;winding up affairs; authority of registered agent
Sec. 2. (a) If the secretary of state determines that a ground existsunder section 1 of this chapter for dissolving a corporation, thesecretary of state shall serve the corporation with written notice ofthe determination under IC 23-17-6-4.
(b) If the corporation does not:
(1) correct each ground for dissolution; or
(2) demonstrate to the reasonable satisfaction of the secretaryof state that each ground determined by the secretary of statedoes not exist;
within at least sixty (60) days after service of the notice is perfectedunder IC 23-17-6-4, the secretary of state may administrativelydissolve the corporation by signing a certificate of dissolution thatrecites the grounds for dissolution and the effective date of thedissolution. The secretary of state shall file the original of thecertificate and serve a copy on the corporation under IC 23-17-6-4.
(c) A corporation administratively dissolved continues thecorporation's corporate existence but may not carry on any activitiesexcept those necessary to wind up and liquidate the corporation'saffairs under IC 23-17-22-5 and notify the corporation's claimantsunder IC 23-17-22-6 and IC 23-17-22-7.
(d) The administrative dissolution of a corporation does notterminate the authority of the corporation's registered agent.As added by P.L.179-1991, SEC.1.
IC 23-17-23-3
Reinstatement
Sec. 3. (a) A corporation administratively dissolved under section2 of this chapter may apply to the secretary of state for reinstatement.An application for reinstatement must do the following:
(1) Recite the name of the corporation and the effective date ofthe corporation's 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 23-17-5-1.
(4) Contain a certificate from the department of state revenuereciting that taxes owed by the corporation have been paid.
(b) If the secretary of state determines that:
(1) the application contains the information required bysubsection (a); and
(2) the information is correct;
the secretary of state shall cancel the certificate of dissolution andprepare a certificate of reinstatement reciting that determination andthe effective date of reinstatement, file the original of the certificate,and serve a copy on the corporation under IC 23-17-6-4.
(c) When reinstatement becomes effective, the reinstatementrelates back to and takes effect as of the effective date of theadministrative dissolution and the corporation resumes carrying onthe corporation's activities as if the administrative dissolution hadnever occurred.
As added by P.L.179-1991, SEC.1.
IC 23-17-23-4
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 23-17-6-4with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to thecircuit court or superior court of the county where:
(1) the corporation's principal office is located; or
(2) if the principal office is not located in Indiana, thecorporation's registered office is located;
within thirty (30) days after service of the notice of denial isperfected.
(c) A corporation appeals by petitioning the court to set aside thedissolution and attaching to the petition copies of the following:
(1) The secretary of state's certificate of dissolution.
(2) The corporation's application for reinstatement.
(3) The secretary of state's notice of denial.
(d) The court may do the following:
(1) Order the secretary of state to reinstate the dissolved
corporation.
(2) Take other action the court considers appropriate.
(e) The court's final decision may be appealed as in other civilproceedings.
As added by P.L.179-1991, SEC.1.