(a) If the Secretary of State determines that grounds exist under Section 33-14-200(a) for dissolving a corporation, he shall mail written notice of his determination to the corporation.

(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 sixty days after the notice required by subsection (a) was mailed, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(c) If the Secretary of State is notified by the Department of Revenue that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(d) A corporation dissolved administratively 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 33-14-105 and notify claimants under Sections 33-14-106 and 33-14-107.

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

HISTORY: Derived from 1976 Code Section 33-21-110 [1962 Code Section 12-22.11; 1952 Code Sections 12-621, 12-622; 1942 Code Section 7704; 1932 Code Section 7704; Civ. C. '22 Section 4278; Civ. C. '12 Section 2811; Civ. C. '02 Section 1865; 1893 (21) 396; 1926 (34) 1727; 1962 (52) 1996; 1980 Act No. 486; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)] and Section 33-21-130 [1962 Code Section 12-22.13; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)] 1988 Act No. 444, Section 2; 1988 Act No. 659, Section 24; 2004 Act No. 221, Section 20.

Code Commissioner's Note

At the direction of the Code Commissioner, "Department of Revenue" was substituted for "Tax Commission" in subsection (c).