2015 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 1. INDIANA BUSINESS CORPORATION LAW CHAPTER 51. REVOCATION OF CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATIONS
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IC 23-1-51
Chapter 51. Revocation of Certificate of Authority of Foreign
Corporations
IC 23-1-51-1
Grounds
Sec. 1. The secretary of state may commence a proceeding under
section 2 of this chapter to revoke the certificate of authority of a
foreign corporation authorized to transact business in Indiana if:
(1) the foreign corporation does not deliver its biennial report to
the secretary of state within sixty (60) days after it is due;
(2) the foreign corporation does not pay within sixty (60) days
after they are due any franchise taxes or penalties imposed by
this article or other law;
(3) the foreign corporation is without a registered agent or
registered office in Indiana for sixty (60) days or more;
(4) the foreign corporation does not inform the secretary of state
under IC 23-1-49-8 or IC 23-1-49-9 that its registered agent or
registered office has changed, that its registered agent has
resigned, or that its registered office has been discontinued
within sixty (60) days of the change, resignation, or
discontinuance;
(5) an incorporator, director, officer, or agent of the foreign
corporation signed a document the incorporator, director,
officer, or agent knew was false in any material respect with
intent that the document be delivered to the secretary of state for
filing; or
(6) the secretary of state receives a duly authenticated certificate
from the secretary of state or other official having custody of
corporate records in the state or country under whose law the
foreign corporation is incorporated stating that it has been
dissolved or disappeared as the result of a merger.
As added by P.L.149-1986, SEC.35. Amended by P.L.119-2015,
SEC.21.
IC 23-1-51-2
Notice; procedure for revocation; service of process after
revocation
Sec. 2. (a) If the secretary of state determines that one (1) or more
grounds exist under section 1 of this chapter for revocation of a
certificate of authority, the secretary of state shall, under
IC 23-1-49-10, serve the foreign corporation with written notice of
the determination, unless the secretary of state:
(1) receives a receipt showing failure of service of process upon
the foreign 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 foreign corporation's principal office address.
Indiana Code 2015
(b) If the foreign corporation does not correct each ground for
revocation or demonstrate to the reasonable satisfaction of the
secretary of state that each ground determined by the secretary of
state does not exist within sixty (60) days after service of the notice
is perfected under IC 23-1-49-10, the secretary of state may revoke
the foreign corporation's certificate of authority by signing a
certificate of revocation that recites the ground or grounds for
revocation and its effective date. The secretary of state shall file the
original 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 in
Indiana ceases on the date shown on the certificate revoking its
certificate of authority.
(d) The secretary of state's revocation of a foreign corporation's
certificate of authority appoints the secretary of state the foreign
corporation's agent for service of process in any proceeding based on
a cause of action that arose during the time the foreign corporation
was authorized to transact business in Indiana. Service of process on
the secretary of state under this subsection is service on the foreign
corporation. Upon receipt of process, the secretary of state shall mail
a copy of the process to the secretary of the foreign corporation at its
principal office shown in its most recent biennial report or in any
subsequent communication received from the corporation stating the
current 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 authority
does not terminate the authority of the registered agent of the
corporation.
As added by P.L.149-1986, SEC.35. Amended by P.L.63-2014,
SEC.7; P.L.119-2015, SEC.22.
IC 23-1-51-2.5
Application for reinstatement; effective date of reinstatement
Sec. 2.5. (a) A foreign corporation that has had its certificate of
authority revoked under section 2 of this chapter may apply to the
secretary of state for reinstatement. The application for reinstatement
must include all the following:
(1) The name of the foreign corporation.
(2) The effective date of the revocation of the foreign
corporation's certificate of authority.
(3) A statement that the ground or grounds for revocation of the
foreign corporation's certificate of authority either did not exist
or have been eliminated.
(4) A statement that the foreign corporation's name satisfies the
requirements of IC 23-1-23-1 or IC 23-1-49-6.
(5) A certificate from the department of state revenue stating
that all taxes owed by the foreign corporation have been paid.
(b) If the secretary of state determines that the application contains
the information required under subsection (a) and that the
Indiana Code 2015
information is correct, the secretary of state shall:
(1) cancel the certificate of revocation of the foreign
corporation's certificate of authority; and
(2) prepare a certificate of reinstatement that states:
(A) that the certificate of revocation of the foreign
corporation's certificate of authority has been canceled; and
(B) the date that the reinstatement is effective;
(3) file the original certificate of reinstatement; and
(4) serve, as provided in IC 23-1-49-10, a copy of the certificate
of reinstatement on the foreign corporation.
(c) When the certificate of reinstatement is effective, the certificate
of reinstatement relates back to and is considered to take effect as of
the effective date of the revocation of the foreign corporation's
certificate of authority and the foreign corporation resumes carrying
on its business as if the revocation of the foreign corporation's
certificate of authority had never occurred.
As added by P.L.63-2014, SEC.8.
IC 23-1-51-3
Denial of application for reinstatement; written notice; appeal
Sec. 3. (a) If the secretary of state denies a foreign corporation's
application for reinstatement under section 2.5 of this chapter, the
secretary of state shall serve, as provided in IC 23-1-49-10, the
foreign corporation with a written notice that explains the reason or
reasons for denial.
(b) The foreign corporation may appeal the denial of reinstatement
to the circuit or superior court of the county in which its registered
office is located within thirty (30) days after service of the certificate
of revocation is perfected. The foreign corporation appeals by
petitioning the court to set aside the revocation and attaching to the
petition copies of all the following:
(1) The secretary of state's certificate of revocation.
(2) The foreign corporation's application for reinstatement
described in section 2.5 of this chapter.
(3) The secretary of state's notice of denial described in
subsection (a).
(c) The court may order the secretary of state to reinstate the
certificate of authority or may take any other action the court
considers appropriate.
(d) The court's final decision may be appealed as in other civil
proceedings.
As added by P.L.149-1986, SEC.35. Amended by P.L.63-2014,
SEC.9.
Indiana Code 2015
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