§415A-18 Administrative dissolution; expiration; reinstatement. (a) The director may commence a proceeding to dissolve a professional corporation administratively if the corporation fails to:

(1) Pay any fees prescribed by law;

(2) File its annual report for a period of two years;

(3) Appoint and maintain an agent for service of process as required; or

(4) File a statement of a change in the name or business address of the agent as required under this chapter.

Before the director may declare a professional corporation dissolved, the director shall give notice of any grounds for dissolution by mailing the notice to the professional corporation at its last known address appearing in the records of the director.

(b) If the professional corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after the date of mailing of the director's written notice, the director shall administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the director's office. The administrative dissolution of a corporation shall not terminate the authority of its registered agent.

(c) A professional corporation that is 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 414-385 and notify claimants under sections 414-386 and 414-387.

(d) In each case where the director has given a professional corporation notice of intention to dissolve the corporation on the grounds that its articles of incorporation have been procured through fraud, the corporation shall be entitled to petition for an administrative hearing under chapter 91 and shall give written notice to the director thereof, before the director may declare the corporation dissolved under subsection (a).

(e) A professional corporation that is administratively dissolved under this section may apply to the director for reinstatement within two years after the effective date of dissolution. The application shall:

(1) Recite the name of the professional corporation and the effective date of its administrative dissolution;

(2) Contain all reports due and unfiled;

(3) Contain the payment of all delinquent fees and penalties; and

(4) Contain a certificate from the department of taxation indicating that all taxes owed by the professional corporation have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

Within the applicable reinstatement period, should the name of the professional corporation, or a name substantially identical thereto, be registered or reserved by another entity or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved professional corporation pursuant to the amendment provisions of this chapter.

(f) If a professional corporation's period of duration specified in its articles of incorporation has expired, the professional corporation 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 414-385 and notify claimants under sections 414-386 and 414-387.

(g) The professional corporation, at any time within two years of expiration of its period of duration, may amend its articles of incorporation to extend its period of duration, and upon the amendment, the professional corporation may resume carrying on its business as if the expiration had never occurred; provided that, if the name of the professional corporation or a name substantially identical thereto is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, then the extension of its period of duration shall be allowed only upon the registration of a new name by the professional corporation pursuant to the amendment provisions of this chapter. [L 1985, c 259, pt of §1; am L 1987, c 135, §122; am L 1996, c 92, §9; am L 1998, c 2, §98; am L 1999, c 249, §15; am L 2000, c 219, §27; am L 2002, c 40, §51 and c 130, §77; am L 2004, c 121, §21; am L 2006, c 235, §10; am L 2008, c 54, §7; am L 2009, c 23, §8]