2014 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 17. NONPROFIT CORPORATIONS CHAPTER 23. ADMINISTRATIVE DISSOLUTION
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IC 23-17-23
Chapter 23. Administrative Dissolution
IC 23-17-23-1
Grounds
Sec. 1. The secretary of state may commence a proceeding under
section 2 of this chapter to administratively dissolve a corporation if
the following occur:
(1) The corporation does not pay within sixty (60) days after
they are due any taxes or penalties imposed by this article or
other law.
(2) The corporation does not deliver the corporation's annual
report to the secretary of state within sixty (60) days after the
report is due.
(3) The corporation is without a registered agent or registered
office in Indiana for at least sixty (60) days.
(4) The corporation does not notify the secretary of state within
sixty (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 the
corporation's articles of incorporation expires.
(6) The secretary receives credible evidence that the corporation
is engaged in:
(A) illegal activity; or
(B) activity not authorized by the corporation's articles of
incorporation.
As added by P.L.179-1991, SEC.1. Amended by P.L.92-2013,
SEC.79.
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 exists
under section 1 of this chapter for dissolving a corporation, the
secretary of state shall serve the corporation with written notice of the
determination under IC 23-17-6-4 unless the secretary of state:
(1) receives a receipt showing failure of service of process upon
the corporation's registered agent at the address of the registered
office; and
(2) determines that the secretary of state's office has no record
of the corporation's principal office address.
(b) If the corporation does not:
(1) correct each ground for dissolution; or
(2) demonstrate to the reasonable satisfaction of the secretary of
state that each ground determined by the secretary of state does
not exist;
within at least sixty (60) days after service of the notice is perfected
under IC 23-17-6-4, the secretary of state may administratively
dissolve the corporation by signing a certificate of dissolution that
recites the grounds for dissolution and the effective date of the
dissolution. The secretary of state shall file the original of the
certificate and serve a copy on the corporation under IC 23-17-6-4.
(c) A corporation administratively dissolved continues the
corporation's corporate existence but may not carry on any activities
except those necessary to wind up and liquidate the corporation's
affairs under IC 23-17-22-5 and notify the corporation's claimants
under IC 23-17-22-6 and IC 23-17-22-7.
(d) The administrative dissolution of a corporation does not
terminate the authority of the corporation's registered agent.
As added by P.L.179-1991, SEC.1. Amended by P.L.63-2014,
SEC.21.
IC 23-17-23-3
Reinstatement
Sec. 3. (a) A corporation administratively dissolved under section
2 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 of
the corporation's administrative dissolution.
(2) State that the ground or grounds for dissolution either did
not exist or have been eliminated.
(3) State that the corporation's name satisfies the requirements
of IC 23-17-5-1.
(4) Contain a certificate from the department of state revenue
reciting that taxes owed by the corporation have been paid.
(b) If the secretary of state determines that:
(1) the application contains the information required by
subsection (a); and
(2) the information is correct;
the secretary of state shall cancel the certificate of dissolution and
prepare a certificate of reinstatement reciting that determination and
the 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 reinstatement
relates back to and takes effect as of the effective date of the
administrative dissolution and the corporation resumes carrying on
the corporation's activities as if the administrative dissolution had
never 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's
application for reinstatement following administrative dissolution, the
secretary of state shall serve the corporation under IC 23-17-6-4 with
a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the
circuit 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, the
corporation's registered office is located;
within thirty (30) days after service of the notice of denial is
perfected.
(c) A corporation appeals by petitioning the court to set aside the
dissolution 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 civil
proceedings.
As added by P.L.179-1991, SEC.1.
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