Dissolved without a vote
Most states can dissolve a corporation administratively when it falls behind on required filings, fees, or maintaining a registered agent. In New York, the usual route is dissolution by proclamation, which the Department of State carries out for corporations that the Department of Taxation and Finance reports as delinquent on franchise taxes or required returns. Notices may go to an outdated address, so the first sign often comes from a third party. Other states have their own versions with different labels and effects; Delaware, for example, treats a corporation that falls behind on its franchise tax and annual report as having a void charter. Before anything else, find out which state's records show the dissolution, the date it took effect, and the stated reason.
What dissolution affects
A dissolved corporation generally continues to exist for limited purposes such as winding up, but it is not supposed to carry on ordinary business. Contracts signed, licenses held, and lawsuits brought during the dissolution period can be questioned, and in some situations individuals who act for a dissolved corporation face personal exposure. Another business may also be able to take the name. Bank accounts, leases, government contracts, and financing agreements may contain covenants requiring good standing. Collect the formation documents, tax filings and notices, the dates of significant contracts and transactions during the period, and any correspondence from the state.
Reinstatement and its reach
In New York, the fix generally involves bringing tax filings and payments current and obtaining the tax department's consent, after which a certificate can be filed to annul the dissolution. Annulment often restores the corporation as though it had not been dissolved, which can validate actions taken in the meantime, though courts have not treated every situation alike. Other states use reinstatement filings with their own conditions. If the name has been taken, a new one may be required. When we review the situation, we confirm the status, identify what must be cured, and look at transactions during the gap that may need ratification or other protection.
