The Secretary of State may commence a proceeding under Section 10-2B-14.21 of the Alabama Code to administratively dissolve a corporation if:
- The Corporation does not pay any franchise taxes or penalties within six months after they are due.
- The Corporation does not deliver its annual report to the Secretary of State within six months after it is due.
- The Corporation functions without a registered agent or registered office in the state for 60 days or more.
- The Corporation does not notify the Secretary of State about the change, discontinuance or resignation of its registered agent or office within 60 days.
- The Corporation’s period of duration stated in its articles of incorporation expires.
The Secretary of State shall serve the corporation with written notice under Section 10-2B-5.04. If the corporation does not demonstrate that each ground determined by the Secretary of State does not exist within 60 days after service of the notice, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution. The certificate recites the grounds for dissolution and its effective date. Thereafter, the Secretary of State shall file the original of the certificate, and serve a copy on the corporation.
However, an administratively dissolved corporation can continue its corporate existence. It may wind up and liquidate its business and notify claimants, or apply for reinstatement under Section 10-2B-14.22. Moreover, the administrative dissolution of a corporation does not terminate the authority of its registered agent. When reinstatement is effective, it takes effect as of the effective date of the administrative dissolution. As a result, the corporation resumes carrying on its business as if the dissolution had never occurred.