AI-assisted research summary: A corporation may revoke its dissolution within 120 days of the dissolution’s effective date, subject to authorization and filing requirements.
(MBCA 14.04) (a) A corporation may revoke its dissolution within one hundred twenty 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 the dissolution without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State 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of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If shareholder action was required to revoke the dissolution, the information required by subdivision (a)(3) of section 21-2,186. (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. History: Laws 2014, LB749, § 187.