Draft:Administrative dissolution

  • Comment: Only primary sources. These can be fine for facts, but don't demonstrate notability.
    Also, please either quote or paraphrase. I'm not an expert on copyright of state government works (federal government stuff is usually public domain), but it's good practice regardless, and a few sentences here are flirting with that line. LittlePuppers (talk) 19:46, 12 August 2026 (UTC)

In United States business law, administrative dissolution is the involuntary termination of a business entity's legal existence by the state office that maintains its registration, usually a Secretary of State or a division of corporations. It is imposed for failure to meet a statutory maintenance obligation, and so differs from voluntary dissolution, which the owners choose, and from judicial dissolution, which a court orders. The most common grounds are failure to file a required periodic report, failure to pay an annual fee or tax, and failure to maintain a registered agent.[1]

Where the entity is registered in a state other than the one that formed it, the equivalent action is revocation of its certificate of authority rather than dissolution, because the registrar cannot dissolve an entity it did not create.

Terminology

States describe the same action in different words, and the word a state uses follows its own statute rather than any national convention. Most use administrative dissolution. Minnesota calls it administrative termination.[2] Vermont's statute provides that the articles of organization themselves terminate.[3] Some states speak of forfeiture: Kansas says a delinquent business will forfeit,[4] and Wyoming's statute provides that a non-complying company is deemed defunct and to have forfeited its articles of organization.[5] Delaware provides for cancellation of the certificate of formation.[6]

Grounds

Under the Revised Uniform Limited Liability Company Act, as enacted in Iowa, the registrar may begin a dissolution proceeding where the entity does not pay a fee, tax, interest or penalty within sixty days after it is due, does not deliver its periodic report within sixty days after it is due, is without a registered agent for sixty days or more, has not given notice of a change or resignation of its registered agent within sixty days, or has allowed its stated period of duration to expire.[1] Montana's statute is drafted on the same pattern but sets its own intervals, allowing dissolution once an annual report has been unfiled for one hundred and forty days, or a registered agent has been unappointed for sixty.[7]

The periodic filing itself is not annual everywhere, so the obligation a company misses differs by state: Iowa's report is biennial,[1] as is the Kansas information report,[4] while Delaware requires no report from a limited liability company at all and instead levies a flat annual tax.[6]

Grounds unrelated to filings exist in some states and are usually treated separately from the routine case, among them a certificate of unpaid tax from a revenue authority, and a certificate of existence obtained by fraud.[7]

Procedure

The typical statutory sequence is notice, a period in which the entity may cure the default, and then dissolution by a signed certificate that recites the grounds and the effective date. Under the Iowa provision the registrar serves written notice of its determination, and if the company does not correct each ground or demonstrate that it does not exist within sixty days of service, the registrar signs and files a certificate of dissolution and serves a copy on the company.[8]

The length of the cure period is set by each state. Oregon gives forty-five days after notice.[9] Wyoming gives sixty, after which the company is deemed defunct.[5]

Not every state provides a cure period at all. In Minnesota a company that has not filed its renewal by the annual deadline is administratively terminated, and the Secretary of State issues a certificate of administrative termination without an intervening interval.[2] Massachusetts, at the other end, requires two consecutive years of non-compliance before the ground arises.[10] Delaware's cancellation follows three years of unpaid annual tax.[6]

Effect

An administratively dissolved entity does not cease to exist. It continues in existence but may not carry on any business except what is necessary to wind up and liquidate its affairs and to notify claimants.[8] The dissolution does not discharge the entity's debts, and it does not terminate the authority of its registered agent, so service of process may still be made in the ordinary way.[8]

Further consequences follow from the loss of good standing rather than from the dissolution itself, and are governed by other provisions. An entity's name may become available to another filer: Vermont provides that a company loses the right to retain its name if the missing annual report is not filed within five years of termination.[3]

Reinstatement

Most states allow a dissolved entity to be reinstated, and the characteristic feature of reinstatement is that it relates back. Under the Model Business Corporation Act formulation, as enacted in Massachusetts, when reinstatement takes effect it relates back to and takes effect as of the effective date of the administrative dissolution, the corporation resumes carrying on its business as if the dissolution had never occurred, and acts done in its name in the interval stand ratified and confirmed.[11] Minnesota states the same rule in terms of retroactive reinstatement of the company's existence.[12]

The window for applying varies widely. Massachusetts permits an application at any time.[11] Oregon and Montana each allow five years, and Oregon's Secretary of State may waive even that limit on evidence that the entity has continued as an active concern.[9][13] Delaware treats the equivalent step as revival rather than reinstatement.[6]

Reinstatement is generally conditioned on curing the original default, which in a state with a recurring filing requirement means filing every report that was missed rather than only the current one.[13] Some states add a condition from outside the filing office: both Montana and Massachusetts require a certificate from the state revenue authority that the taxes owed have been paid.[13][11]

Uniform and model legislation

Administrative dissolution entered most state codes through model legislation rather than independent drafting, which is why the procedural shape is similar across states that share little else. The Model Business Corporation Act treats administrative dissolution and reinstatement in consecutive sections, and states that adopted it retain its numbering.[11] The Revised Uniform Limited Liability Company Act, promulgated by the Uniform Law Commission in 2006 and last amended in 2013, carries the parallel provisions for limited liability companies, with a sixty-day margin attached to each ground.[1][8]

See also

References

  1. ^ a b c d "Iowa Code § 489.708, Grounds for administrative dissolution" (PDF). Iowa Legislature.
  2. ^ a b "Minnesota Statutes § 322C.0705". Minnesota Office of the Revisor of Statutes.
  3. ^ a b "11 V.S.A. § 4034". Vermont General Assembly.
  4. ^ a b "Information Reports". Kansas Secretary of State.
  5. ^ a b "Wyoming Statutes, Title 17" (PDF). Wyoming Legislature.
  6. ^ a b c d "6 Del. C. ch. 18, subch. XI". Delaware General Assembly.
  7. ^ a b "Montana Code Annotated § 35-8-209, Administrative dissolution". Montana Legislature.
  8. ^ a b c d "Iowa Code § 489.709, Procedure for and effect of administrative dissolution" (PDF). Iowa Legislature.
  9. ^ a b "Oregon Revised Statutes Chapter 63". Oregon Legislative Assembly. §§ 63.647, 63.651, 63.654.
  10. ^ "Massachusetts General Laws c. 156C § 70". Massachusetts General Court.
  11. ^ a b c d "Massachusetts General Laws c. 156D § 14.22, Reinstatement following administrative dissolution". Massachusetts General Court.
  12. ^ "Minnesota Statutes § 322C.0706". Minnesota Office of the Revisor of Statutes.
  13. ^ a b c "Montana Code Annotated § 35-8-1012". Montana Legislature.

Category:United States business law Category:Corporate law

Content Disclaimer

Informasi ini disarikan dari Wikipedia dan disajikan kembali untuk tujuan edukasi. Konten tersedia di bawah lisensi CC BY-SA 3.0. Kami tidak bertanggung jawab atas ketidakakuratan data yang bersumber dari kontribusi publik tersebut.

  1. The information displayed on this website is sourced in part or in whole from Wikipedia and has been adapted for the purpose of restating it. We strive to provide accurate and relevant information, however:
  2. There is no guarantee of absolute accuracy. Wikipedia is an open, collaborative project that can be edited by anyone, so information is subject to change.
  3. It is not intended to constitute professional advice. The content displayed is for informational and educational purposes only. For important decisions (e.g., medical, legal, or financial), please consult a professional.
  4. Content copyright. Wikipedia is licensed under the Creative Commons Attribution-ShareAlike License (CC BY-SA). This means that content may be reused with appropriate attribution and shared under a similar license.
  5. Responsible use. Any risk arising from the use of information from this website is entirely the responsibility of the user.