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Idaho Administrative Corporate Dissolution Law

The process of administrative corporate dissolution in Idaho is governed by Idaho Code §§ 30-1-1420 -1423.

The secretary of state may administratively dissolve a corporation if:

The corporation does not deliver its annual report to the secretary of state by the date on which it is due;

  • The corporation is without a registered agent in this state for sixty (60) days or more;
  • The secretary of state has credible information that the corporation has failed to notify the secretary of state within sixty days after the occurrence that its registered agent has been changed or that its registered agent has resigned; or
  • The corporation’s period of duration stated in its articles of incorporation expires.

If the secretary of state determines that one or more grounds exist for dissolving a corporation, he shall give notice of his determination to the corporation.  If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after receipt of the notice of determination, the secretary of state shall administratively dissolve the corporation.  The secretary of state shall give notice of the dissolution to the corporation.  A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs.  The administrative dissolution of a corporation does not terminate the authority of its registered agent.

A corporation administratively dissolved may apply to the secretary of state for reinstatement within ten years after the effective date of dissolution.  If the secretary of state determines that the application contains the correct information, he shall cancel the dissolution and prepare a certificate of reinstatement, file a copy thereof and return the original to the corporation.

When the reinstatement is effective, 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 administrative dissolution had never occurred.  If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, he shall give the corporation written notice that explains the reasons for denial.  The corporation may appeal the denial of reinstatement to the fourth district court, Ada County, Idaho, within thirty days after receipt of the notice of denial.  The court may order the secretary of state to reinstate the dissolved corporation or may take other appropriate action.  The court’s final decision may be appealed as in other civil proceedings.

Inside Idaho Administrative Corporate Dissolution Law