Also known as:administrative dissolutions · administratively dissolve · administratively dissolved
Written by attorneys · grounded in primary & secondary sources — see below
A state-initiated termination of a business entity's existence for noncompliance with filing or tax obligations. The secretary of state issues a certificate reciting the grounds without court involvement. The entity may continue limited activities to wind up affairs and may seek reinstatement that relates back to the dissolution date.
Sources & Authorities
How it applies
Common Examples
2
Name Conflict Blocks New Filing
Aurora Biotech seeks to incorporate under a name nearly identical to that of an existing domestic corporation. The secretary of state checks the records and finds the existing entity remains active. The filing is rejected because the proposed name is not distinguishable from a corporation that has not been administratively dissolved.
Dissolution Triggers Default Finding
Clark/School LLC faces foreclosure proceedings. The lender shows that the LLC failed to maintain good standing with the secretary of state. The court treats the administrative dissolution as placing the LLC in default under the mortgage terms.
Put it into practice
Test Yourself
10
Practice Questions5
· 16 primary sources
Select any source to read its text and confirm it supports the definition.
What conduct typically triggers administrative dissolution?+
Failure to pay franchise taxes, file annual reports, or comply with other ongoing statutory obligations commonly leads the secretary of state to issue a certificate of administrative dissolution.
Supporting sources
Does an administratively dissolved corporation retain any powers?+
The entity continues its existence solely for winding up and liquidation activities. It may not carry on ordinary business operations.
Supporting sources
How does reinstatement affect prior acts?+
Effective reinstatement relates back to the dissolution date. The corporation is treated as if the dissolution had never occurred.
Supporting sources
Why must names be distinguishable from entities that are not administratively dissolved?+
The rule protects the integrity of the public registry by preventing confusion with active corporations whose names remain on file.
Supporting sources
Business Associations Corporations and LlcsFormation of organizations · Articles of incorporationUBEFoundational