West Virginia Code 31D-14-1421 – Procedure for and effect of administrative dissolution
(a) If the Secretary of State determines that one or more grounds exist under section one thousand four hundred twenty of this article for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination pursuant to section five hundred four, article five of this chapter.
Terms Used In West Virginia Code 31D-14-1421
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Registered agent: means the agent identified by the corporation pursuant to section five hundred one, article five of this chapter. See West Virginia Code 31D-1-150
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the shareholders and for authenticating records of the corporation. See West Virginia Code 31D-1-150
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice is perfected under section five hundred four, article five of this chapter, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation pursuant to section five hundred four, article five of this chapter.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section one thousand four hundred five of this article and notify claimants pursuant to sections one thousand four hundred six and one thousand four hundred seven of this article.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.