Section 10A-2-14.21

Procedure for and effect of administrative dissolution.

(a) If the Secretary of State determines that one or more grounds exist under Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate, deliver a copy to the judge of probate for filing, and serve a copy on the corporation under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.

(c) A corporation 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 10A-2-14.05 and notify claimants under Sections 10A-1-9.21 and 10A-1-9.22, or to apply for reinstatement under Section 10A-2-14.22.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.21; amended and renumbered by Act 2009-513, p. 967, §147.)