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Revised Statues - Chapter 21 Corporations and Other Companies


21-323: Domestic corporations; reports and taxes; notice; failure to pay; automatic dissolution; lien; priority.

(1) Prior to January 1 of each year, the Secretary of State shall cause to be mailed by first-class mail to the last-named and appointed registered agent at the last-named street address of the registered office of each domestic corporation subject to sections 21-301 to 21-325 a notice stating (a) on or before August 1, 1982, or (b) April 15, 1983, and April 15 of each year thereafter that occupation taxes are to be paid and that a properly executed and signed report is to be filed. If occupation taxes are not paid and the report is not filed on or before such dates, delinquent corporations shall be automatically dissolved on August 2, 1982, or April 16, 1983, and April 16 of each year thereafter for nonpayment of occupation taxes and failure to file the report; and that the delinquent occupation tax shall be a lien upon the assets of the corporation subsequent only to state, county, and municipal taxes.

(2) Upon the failure of any domestic corporation to pay its occupation tax and file the report within the time limited by sections 21-301 to 21-325, the Secretary of State shall upon August 2, 1982, or April 16, 1983, and April 16 of each year thereafter automatically dissolve the corporation for nonpayment of taxes and make such entry and showing upon the records of his or her office.

(3)(a) Commencing April 16, 1996, the Secretary of State shall automatically dissolve a corporation subject to the Business Corporation Act by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 21-2034. (b) A corporation automatically dissolved continues its corporate existence but may not carry on any business, except that business necessary to wind up and liquidate its business and affairs under section 21-20,155 and notify claimants under sections 21-20,156 and 21-20,157. (c) The automatic dissolution of a corporation shall not terminate the authority of its registered agent.

(4) All delinquent occupation taxes of the corporation shall be a lien upon the assets of the corporation, subsequent only to state, county, and municipal taxes. Occupation taxes existing and delinquent on August 28, 1943, shall cease to be a lien as against any mortgagee, pledgee, purchaser, or judgment creditor unless a notice of the lien is filed by the Secretary of State, within one year after March 9, 1957, with the county clerk of the county wherein the personal property sought to be charged with such lien is situated, and with the county clerk or register of deeds of the county wherein the real estate sought to be charged with such lien is situated.

(5) No domestic corporation shall be voluntarily dissolved until all occupation taxes and annual fees due to or assessable by the state have been paid and the report filed by such corporation.



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