Sec. 2. (a) If the secretary of state determines that one (1) or more grounds exist under section 1 of this chapter for administratively dissolving an entity, business trust, or agricultural cooperative, the secretary of state shall provide to the entity written notice of the determination unless the secretary of state:

(1) receives a receipt showing failure of a previous attempt of service of process upon the entity’s registered agent at the address of the registered office; and

(2) determines that the secretary of state’s office has no record of the filing entity’s principal office address.

     (b) If a domestic filing entity, not later than sixty (60) days after receiving the notice provided under subsection (a), does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by signing a certificate of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the certificate and provide to the entity a copy of the certificate.

     (c) A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except:

(1) to apply for reinstatement under section 3 of this chapter; or

(2) as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law as follows:

(A) For corporations, under:

(i) IC 6-8.1-10-9;

(ii) IC 23-1-45-5;

(iii) IC 23-1-45-6; and

(iv) IC 23-1-45-7.

(B) For nonprofit corporations, under:

(i) IC 6-8.1-10-9;

(ii) IC 23-17-22-5;

(iii) IC 23-17-22-6; and

(iv) IC 23-17-22-7.

(C) For limited liability companies, under:

(i) IC 23-18-9-3;

(ii) IC 23-18-9-4;

(iii) IC 23-18-9-5;

(iv) IC 23-18-9-6;

(v) IC 23-18-9-8;

(vi) IC 23-18-9-9; and

(vii) IC 23-18-9-10.

(D) For limited partnerships, under:

(i) IC 23-16-9-3; and

(ii) IC 23-16-9-4.

(E) For limited liability partnerships, under:

(i) IC 23-4-1-36; and

(ii) IC 23-4-1-37.

     (d) The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.

As added by P.L.118-2017, SEC.5. Amended by P.L.52-2018, SEC.24; P.L.177-2019, SEC.9; P.L.206-2021, SEC.2; P.L.156-2023, SEC.7.