§ 16-10a-1422. Reinstatement following dissolution.

(1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 may apply to the division for reinstatement within two years after the effective date of dissolution by delivering to the division for filing an application for reinstatement that states:

(a) the effective date of the corporation's dissolution;

(b) the corporation's corporate name as of the effective date of dissolution;

(c) that the grounds for dissolution either did not exist or have been eliminated;

(d) the corporate name under which the corporation is being reinstated;

(e) that the name stated in Subsection (1)(d) satisfies the requirements of Section 16-10a-401;

(f) that all taxes, fees, or penalties imposed pursuant to this chapter, otherwise owed by the corporation to the State Tax Commission, or otherwise imposed by applicable laws of this state have been paid;

(g) the address of its registered office in this state;

(h) the name of its registered agent at the office stated in Subsection (1)(g); and

(i) any additional information the division determines to be necessary or appropriate.

(2) The corporation shall include in or with the application for reinstatement:

(a) the written consent to appointment by the designated registered agent; and

(b) a certificate from the State Tax Commission reciting that all taxes owed by the corporation have been paid.

(3) If the division determines that the application for reinstatement contains the information required by Subsections (1) and (2) and that the information is correct, the division shall revoke the administrative dissolution. The division shall mail to the corporation in the manner provided in Subsection 16-10a-1421(5) written notice of:

(a) the revocation; and

(b) the effective date of the revocation.

(4) When the reinstatement is effective, it relates back to the effective date of the administrative dissolution. Upon reinstatement:

(a) an act of the corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred; and

(b) the corporation may carry on its business, under the name stated pursuant to Subsection (1)(d), as if the administrative dissolution had never occurred.

Amended by Chapter 386, 2009 General Session