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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156D BUSINESS CORPORATIONS
  • Section 14.04 Revocation of dissolution

Section 14.04. REVOCATION OF DISSOLUTION

(a) A corporation may revoke its dissolution within 120 days of its effective date.

(b) Revocation of a dissolution under subsection (b) of section 14.02 shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. Revocation of a dissolution under subsection (a) of section 14.02 may be authorized only as specifically contemplated by the articles of organization.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

(4) if the corporation’s board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(5) if the corporation’s board of directors revoked a dissolution authorized by the shareholders under subsection (b) of section 14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization;

(6) if shareholder action was required under subsection (b) of section 14. 02 to revoke the dissolution, the information required by clauses (3) or (4) of subsection (a) of section 14.03; and

(7) if the dissolution being revoked was authorized under subsection (a) of section 14.02, sufficient information to establish that the corporation has complied with the provisions of its articles of organization governing such revocation.

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.