351.486. Procedure and effect of administrative dissolution. - Missouri Statutes

Procedure and effect of administrative dissolution.

351.486. 1. If the secretary of state determines that oneor more grounds exist under section 351.484 for dissolving acorporation, he shall serve the corporation with written noticeof his determination under section 351.380.

2. If the corporation does not correct each ground fordissolution or demonstrate to the reasonable satisfaction of thesecretary of state that each ground determined by the secretaryof state does not exist within sixty days after service of thenotice is perfected by posting with the United States PostalService, the secretary of state shall dissolve the corporationby signing a certificate of dissolution that recites the groundor grounds for dissolution and its effective date. Thesecretary of state shall file the original of the certificateand serve* a copy on the corporation under section 351.380 byposting with the United States Postal Service.

3. A corporation administratively dissolved continues itscorporate existence but may not carry on any business exceptthat necessary to wind up and liquidate its business and affairsunder section 351.476 and notify claimants under sections351.478 and 351.482, and any officer or director who conductsbusiness on behalf of a corporation so dissolved except asprovided in this section shall be personally liable for anyobligation so incurred.

4. The administrative dissolution of a corporation does notterminate the authority of its registered agent.

(L. 1990 H.B. 1432)

*Word "service" appears in original rolls.