§ 7-1.2-1310 - Revocation of articles of incorporation.
SECTION 7-1.2-1310
§ 7-1.2-1310 Revocation of articles ofincorporation. – (a) The articles of incorporation of a corporation may be revoked by thesecretary of state upon the conditions prescribed in this section when it isestablished that:
(1) The corporation procured its articles of incorporationthrough fraud; or
(2) The corporation has continued to exceed or abuse theauthority conferred upon it by law; or
(3) The corporation has failed to file its annual reportwithin the time required by this chapter, or has failed to pay any fees, whenthey have become due and payable; or
(4) The corporation has failed for thirty (30) days toappoint and maintain a registered agent in this state as required by thischapter; or
(5) The corporation has failed, after change of itsregistered office or registered agent, to file in the office of the secretaryof state a statement of the change as required by this chapter; or
(6) The corporation has failed to file in the office of thesecretary of state any amendment to its articles of incorporation or anyarticles of merger within the time prescribed by this chapter; or
(7) A misrepresentation has been made of any material matterin any application, report, affidavit, or other document submitted by thecorporation pursuant to this chapter.
(b) No articles of incorporation of a corporation may berevoked by the secretary of state unless:
(1) The secretary of state gives the corporation not lessthan sixty (60) days notice thereof by regular mail addressed to the registeredoffice of the corporation in this state on file with the secretary of state'soffice; provided, however, that if a prior mailing addressed to the registeredoffice of the corporation in this state currently on file with the secretary ofstate's office has been returned to the secretary of state as undeliverable bythe United States Postal Service for any reason, or if the revocation notice isreturned as undeliverable to the secretary of state's office by the UnitedStates Postal Service for any reason, the secretary of state gives notice asfollows:
(i) To the corporation at its principal office of record asshown in its most recent annual report, and no further notice is required; or
(ii) In the case of a domestic corporation which has not yetfiled an annual report, then to any one of the incorporators listed on thearticles of incorporation, and no further notice is required; and
(2) The corporation fails prior to revocation to file theannual report or pay the fees, or file the required statement of change ofregistered agent or registered office, or file the articles of amendment orarticles of merger, or correct the misrepresentation.