SB 391

Under current law, a corporation may voluntarily dissolve by filing articles of

dissolution with the Department of Financial Institutions (DFI). DFI also has

authority to initiate the involuntary dissolution of a corporation, based on specified

grounds, by bringing a proceeding to administratively dissolve the corporation. If

DFI commences such a dissolution proceeding, DFI must give the corporation

written notice, addressed to the registered office of the corporation, of its

determination that one or more grounds exist to dissolve the corporation, after which

the corporation has 60 days to correct each ground for dissolution or demonstrate to

the reasonable satisfaction of DFI that each ground does not exist. If the corporation

fails to do so, DFI must administratively dissolve the corporation. DFI must enter

a notation in its records to reflect each ground for dissolution and the effective date

of dissolution and must give the corporation written notice of those facts, addressed

to the registered office of the corporation. If either of these notices from DFI is

returned to DFI as undeliverable, DFI must again give notice to the corporation, this

time addressed to the principal office of the corporation. If this follow-up notice is

returned to DFI as undeliverable or if the corporation's principal office cannot be

determined from DFI's records, DFI must give the notice by publishing a "class 2"

notice (two insertions) in the official state newspaper.

Under this bill, if DFI's follow-up notice is returned to DFI as undeliverable or

if the corporation's principal office cannot be determined from DFI's records, instead

of giving the notice by publishing a "class 2" notice in the official state newspaper,

DFI must give the notice by posting it on DFI's Web site. For two years, DFI must

also publish a monthly "class 1" notice in the official state newspaper informing the

public that these administrative dissolution notices are posted on DFI's Web site.