Subject 590-7-7 CORPORATIONS - DISSOLUTIONS, REVOCATIONS AND WITHDRAWALS

Rule 590-7-7-.01 Compliance with Filing Requirements

(1) All corporations shall be in compliance with the annual registration filing provisions of the Code before receiving a certificate of voluntary dissolution, a certificate of withdrawal or a certificate of merger out of existence. Any corporation that applies for voluntary dissolution, withdrawal, or merger out of existence between January 1 and April 1 of any year must file an annual registration for that calendar year and pay the required fees.
(2) All fees and penalties shall be paid by the corporation prior to any certificate of voluntary dissolution, certificate of withdrawal or certificate of merger out of existence being issued by the Commissioner.

Rule 590-7-7-.02 Domestic Corporations

(1) Voluntary Dissolution.
(a) Notice of Intent to Dissolve. Each corporation that has commenced business must file a notice of intent to dissolve with the Commissioner. Said notice shall be marked with the time and date of receipt and a copy of said notice shall be returned to the corporation.
(b) At the time of the filing of articles of dissolution, the corporation must be in compliance with the filing requirements of the Code and all fees and penalties must be paid.
(c) The articles of dissolution shall be in the form prescribed by the Code.
(d) A certificate of dissolution shall be issued by the Commissioner if he or she finds the filing to contain the necessary information and documents.
(e) The automated database shall be marked to reflect the dissolution, and the certificate and articles of dissolution shall be filed with other documents relating to the corporation.
(2) Administrative Dissolution. The Commissioner, as Secretary of State, may initiate administrative dissolution for either profit or nonprofit corporations if he finds that grounds for administrative dissolution exist as stated in the Code. If the Commissioner determines that one or more grounds for administrative dissolution exists, he or she shall notify the corporation of such determination in writing by mailing a copy of the notice, by first class mail, to the corporation at the last known address of its principal office or to its registered agent. If the corporation does not correct each ground for dissolution or does not reasonably demonstrate that each ground does not exist within sixty (60) days after notice is provided, a certificate of administrative dissolution citing the grounds for administrative dissolution will be issued.
(3) Reinstatement.
(a) A domestic corporation that has been administratively dissolved may be reinstated pursuant to the Code if an application in compliance with the Code is made within five (5) years after the date of administrative dissolution.
(b) The application for reinstatement of a domestic profit corporation shall be executed by:
1. The registered agent or an officer of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State; or
2. Be accompanied by a notarized statement, executed by a person who was an officer, director, or shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement.
(c) The application for reinstatement of a domestic nonprofit corporation shall be executed by:
1. The registered agent or an officer of the nonprofit corporation, in each case as set forth in the most recent annual registration of the nonprofit corporation filed with the Secretary of State; or
2. Be accompanied by a notarized statement, executed by a person who was an officer, director, or member, or an heir, successor, or assign of a person who was an officer, director, or member, of the nonprofit corporation at the time that the nonprofit corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the nonprofit corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement.

Rule 590-7-7-.03 Foreign Corporations

(1) Withdrawal.
(a) Each foreign corporation must file an application for a certificate of withdrawal in order to terminate its authority to transact business in this State. If the foreign corporation is being dissolved in its home jurisdiction, the application shall be accompanied by evidence of the dissolution or termination issued by its home jurisdiction.
(b) At the time of filing of the application for a certificate of withdrawal, the foreign corporation must be in compliance with the filing requirements of the Code and all fees and penalties must be paid, including the annual registration due the calendar year of withdrawal.
(c) A certificate of withdrawal shall be issued by the Commissioner if he or she finds the filing to contain the necessary information and documents.
(d) The automated database shall be marked to reflect the withdrawal, and the certificate and application shall be filed with other documents relating to the foreign corporation.
(2) Revocation. The Commissioner, as Secretary of State, may initiate revocation proceedings for either profit or nonprofit foreign corporations if he or she finds that grounds for revocation exist as stated in the Code. If the Commissioner determines that one or more grounds for revocation exists, he or she shall notify the foreign corporation of such determination in writing by mailing a copy of the notice, by first class mail, to the foreign corporation at the last known address of its principal office or to its registered agent. If the foreign corporation does not correct each ground for revocation or does not reasonably demonstrate that each ground does not exist within sixty (60) days after notice is provided, a certificate of revocation citing the grounds for revocation will be issued.