35-6-102. (Temporary) Involuntary dissolution -- grounds. (1) Any domestic corporation, whether for profit or not for profit, may be dissolved involuntarily by order of the secretary of state when:
(a) the corporation has failed to file its annual report within the time required by law or failed to remit any fees required by law;
(b) the corporation procured its certificate of incorporation through fraud;
(c) the corporation has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice specifying the manner in which the corporation has exceeded or abused the authority has been received by the registered agent of the corporation from the secretary of state;
(d) the corporation has failed for 60 days to appoint and maintain a registered agent in this state; or
(e) the corporation has failed for 60 days after change of its registered agent to file in the office of the secretary of state a statement of the change.
(2) If dissolution is sought under subsection (1)(b) or (1)(c), the secretary of state may dissolve the corporation only when that fact is established by an order of the district court. In addition to other persons authorized by law, the secretary of state or the attorney general may maintain an action in the district court to implement the provisions of this section.
35-6-102. (Effective June 1, 2020) Involuntary dissolution -- grounds. (1) Any domestic corporation organized under Title 35, chapters 2 and 3, may be dissolved involuntarily by order of the secretary of state when:
(a) the corporation has failed to file its annual report within the time required by law or failed to remit any fees required by law;
(b) the corporation procured its certificate of incorporation through fraud;
(c) the corporation has exceeded or abused the authority conferred upon it by law and the excesses or abuses have continued after a written notice specifying the manner in which the corporation has exceeded or abused the authority has been received by the registered agent of the corporation from the secretary of state;
(d) the corporation has failed for 60 days to appoint and maintain a registered agent in this state; or
(e) the corporation has failed for 60 days after change of its registered agent to file in the office of the secretary of state a statement of the change.
(2) If dissolution is sought under subsection (1)(b) or (1)(c), the secretary of state may dissolve the corporation only when that fact is established by an order of the district court. In addition to other persons authorized by law, the secretary of state or the attorney general may maintain an action in the district court to implement the provisions of this section.
History: En. Sec. 87, Ch. 300, L. 1967; Sec. 15-2287, R.C.M. 1947; amd. and redes. 15-2701 by Sec. 1, Ch. 455, L. 1977; R.C.M. 1947, 15-2701; amd. Sec. 56, Ch. 240, L. 2007; amd. Sec. 248, Ch. 271, L. 2019.
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