§414D-244 Revocation of dissolution.

371 words·~2 min read·/hi/414d-244

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b)Revocation of dissolution 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 action by the members or any other person.

(c)After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director 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(2)The effective date of the dissolution that was revoked;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 members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6)If member or third person action was required to revoke the dissolution, the information required by section 414D-243(a)(5) or (6).

(d)Within the applicable revocation of dissolution period, should the name of the corporation, or a name substantially identical thereto, be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter.

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

(f)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 activities as if dissolution had never occurred. [L 2001, c 105, pt of §1; am L 2002, c 130, §59; am L 2004, c 121, §19]