CHAPTER 51. REVOCATION OF CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATIONS - Indiana Statutes

IC 23-1-51
     Chapter 51. Revocation of Certificate of Authority of Foreign Corporations

IC 23-1-51-1
Grounds
     Sec. 1. The secretary of state may commence a proceeding under section 2 of this chapter to revoke the certificate of authority of a foreign corporation authorized to transact business in Indiana if:
        (1) the foreign corporation does not deliver its annual report to the secretary of state within sixty (60) days after it is due;
        (2) the foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this article or other law;
        (3) the foreign corporation is without a registered agent or registered office in Indiana for sixty (60) days or more;
        (4) the foreign corporation does not inform the secretary of state under IC 23-1-49-8 or IC 23-1-49-9 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within sixty (60) days of the change, resignation, or discontinuance;
        (5) an incorporator, director, officer, or agent of the foreign corporation signed a document the incorporator, director, officer, or agent knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; or
        (6) the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
As added by P.L.149-1986, SEC.35.

IC 23-1-51-2
Procedure for revocation; service of process after revocation
     Sec. 2. (a) If the secretary of state determines that one (1) or more grounds exist under section 1 of this chapter for revocation of a certificate of authority, the secretary of state shall, under IC 23-1-49-10, serve the foreign corporation with written notice of the determination.
    (b) If the foreign corporation does not correct each ground for revocation 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 (60) days after service of the notice is perfected under IC 23-1-49-10, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation

under IC 23-1-49-10.
    (c) The authority of a foreign corporation to transact business in Indiana ceases on the date shown on the certificate revoking its certificate of authority.
    (d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in Indiana. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
    (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
As added by P.L.149-1986, SEC.35.

IC 23-1-51-3
Appeal
     Sec. 3. (a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the circuit or superior court of the county in which its registered office is located within thirty (30) days after service of the certificate of revocation is perfected under IC 23-1-49-10. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
    (b) The court may order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.
    (c) The court's final decision may be appealed as in other civil proceedings.
As added by P.L.149-1986, SEC.35.