351.484. Grounds for administrative dissolution.
Grounds for administrative dissolution.
351.484. The secretary of state may commence a proceeding pursuant tosection 351.486 to dissolve a corporation administratively if:
(1) The corporation fails to pay any final assessment of Missouricorporation franchise tax as provided in chapter 147, RSMo, and thedirector of revenue has notified the secretary of state of such failure;
(2) The corporation fails or neglects to file the Missouricorporation franchise tax report required pursuant to chapter 147, RSMo,provided the director of revenue has provided a place on both theindividual and corporation income tax return to indicate no such tax is dueand provided the director has delivered or mailed at least two notices ofsuch failure to file to the usual place of business of such corporation orthe corporation's last known address and the corporation has failed torespond to such second notice within thirty days of the date of mailing ofthe second notice and the director of revenue has notified the secretary ofstate of such failure;
(3) The corporation fails to file any corporation income tax returnor pay any final assessment of corporation income tax as provided inchapter 143, RSMo, and the director of revenue has notified the secretaryof state of such failure;
(4) The corporation does not deliver its corporate registrationreport to the secretary of state within ninety days after it is due;
(5) The corporation is without a registered agent or registeredoffice in this state for thirty days or more;
(6) The corporation does not notify the secretary of state withinthirty days that its registered agent or registered office has beenchanged, that its registered agent has resigned, or that its registeredoffice has been discontinued;
(7) The corporation's period of duration stated in its articles ofincorporation expires;
(8) The corporation procures its franchise through fraud practicedupon the state;
(9) The corporation has continued to exceed or abuse the authorityconferred upon it by law, or has continued to violate any section orsections of the criminal law of the state of Missouri after a writtendemand to discontinue the same has been delivered by the secretary of stateto the corporation, either personally or by mail;
(10) The corporation fails to pay any final assessment of employerwithholding tax, as provided in sections 143.191 to 143.265, RSMo, and thedirector of revenue has notified the secretary of state of such failure; or
(11) The corporation fails to pay any final assessment of sales anduse taxes, as provided in chapter 144, RSMo, and the director of revenuehas notified the secretary of state of such failure.
(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481)