§ 10-35-31 — Penalties - Administrative dissolution

1. The secretary of state shall charge and collect additional fees for late filing of the
annual report and payment of the publicly traded corporation franchise fee as follows:
a. Within ninety days after the date provided in subsection 1 of section 10-35-29,
two hundred fifty dollars.
b. Ninety days after the date provided in subsection 1 of section 10-35-29, the
publicly traded corporation becomes not in good standing. The secretary of state
shall notify the publicly traded corporation that its certificate of incorporation is not
in good standing and that it may be dissolved as provided in subsection 2.
(1) The secretary of state shall mail the notice of impending dissolution to the
last registered agent at the last registered office of record.
(2) If the publicly traded corporation files its annual report after the notice is
mailed, together with the publicly traded corporation franchise fee and a late

filing penalty of one thousand dollars, then the secretary of state shall
restore its certificate of incorporation to good standing.
2. A publicly traded corporation that fails to file its annual report or to pay the publicly
traded corporation franchise fee due within one year after the date provided in
subsection 1 of section 10-35-29 ceases to exist as a corporation and is considered
involuntarily dissolved by operation of law.
a. The secretary of state shall note the dissolution of the certificate of incorporation
of the publicly traded corporation on the records of the secretary of state and
shall give notice of the action to the dissolved publicly traded corporation.
b. Notice by the secretary of state must be mailed to the last registered agent at the
last registered office of record.
3. A publicly traded corporation dissolved for failure to file an annual report or to pay a
publicly traded corporation franchise fee due may be reinstated within one year
following the dissolution by:
a. Filing a past-due annual report with the publicly traded corporation franchise fee
due;
b. Paying a late filing penalty of one thousand dollars; and
c. Paying a reinstatement fee of one hundred thirty-five dollars.
4. Reinstatement under this subsection does not affect the rights or liabilities arising
during the time from the dissolution to the reinstatement.
5. Fees paid to the secretary of state according to this chapter are not refundable if an
annual report submitted to the secretary of state cannot be filed because it lacks
information required by section 10-35-28 or the annual report lacks sufficient payment
as required by section 10-35-28 or as required by this section.