351.488. Reinstatement following dissolution--name of reinstated corporation--administrative dissolution, effect of.
Reinstatement following dissolution--name of reinstatedcorporation--administrative dissolution, effect of.
351.488. 1. A corporation administratively dissolved pursuant tosection 351.486 may apply to the secretary of state for reinstatement. Theapplication must:
(1) Recite the name of the corporation and the effective date of itsadministrative dissolution;
(2) State that the ground or grounds for dissolution either did notexist or have been eliminated;
(3) State that the corporation's name satisfies the requirements ofsection 351.110;
(4) Contain a certificate from the department of revenue recitingthat all taxes owed by the corporation, including all liabilities owed asdetermined by the division of employment security pursuant to chapter 288,RSMo, have been paid or that a tax payback plan has been arranged with thedepartment of revenue for liabilities owed to the department of revenue anda tax payback plan has been arranged with the department of labor andindustrial relations division of employment security for any liabilitiesowed as determined by the division of employment security pursuant tochapter 288, RSMo; and
(5) Be accompanied by a reinstatement fee in the amount of fiftydollars plus any delinquent fees, penalties, and charges that might haveaccrued.
2. If the secretary of state determines that the application containsthe information and is accompanied by the fees required by subsection 1 ofthis section and that the information and fees are correct, the secretaryof state shall cancel the certificate of dissolution and prepare acertificate of reinstatement that recites his or her determination and theeffective date of reinstatement, file the original of the certificate, andserve a copy on the corporation as provided in section 351.380.
3. When the reinstatement is effective, it relates back to and takeseffect as of the effective date of the administrative dissolution and thecorporation resumes carrying on its business as if the administrativedissolution had never occurred.
4. In the event a corporation was administratively dissolved forfailure to file an annual registration report, and the secretary of statedetermines that such failure was due to military service, as described insection 41.950, RSMo, the secretary of state may determine to waive therequirements of subsection 1 of this section, including waiver of thereinstatement fee described in subdivision (5) of subsection 1 of thissection, and shall, as required by subdivision (5) of subsection 1 ofsection 41.950, RSMo, waive any penalties or charges as provided insubdivision (5) of subsection 1 of section 41.950, RSMo. Upon making thedetermination that failure to file an annual registration report was due tomilitary service, the secretary of state shall cancel the certificate ofdissolution and prepare a certificate of reinstatement that recites his orher determination and the effective date of reinstatement, file theoriginal of the certificate, and serve a copy on the corporation asprovided in section 351.380. Nothing in this subsection shall be construedso as to waive the annual registration report fees due for the year oryears in which no annual registration report was filed.
5. In the event the name was reissued prior to the time applicationfor reinstatement was filed, the corporation applying for reinstatement mayelect to reinstate using a new name that complies with the requirements ofsection 351.110, and that has been approved by appropriate action of thecorporation for changing the name thereof.
(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1994 H.B. 1095, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 2006 H.B. 1427 merged with S.B. 845)