A corporation may revoke a dissolution within 120 days, but the revocation must be authorized the same way the dissolution was authorized unless the board alone was allowed to act.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution must 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 without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the judge of probate 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of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation’s board of directors (or incorporators) revoked the dissolution effected pursuant to Section 10A-2-14.01, a statement to that effect; (5) If the corporation’s board of directors revoked a dissolution authorized by the shareholders pursuant to Section 10A-2-14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to authorization; and (6) If shareholder action was required to revoke the dissolution effected pursuant to Section 10A-2-14.02, the information required by Section 10A-2-14.03(a)(3) or (4) or by Section 10A-2-14.03(a)(5). (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) 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 business as if dissolution had never occurred.