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      RS 12:262     

  

§262.  Action by the state to annul, vacate or forfeit corporate franchise; suspension

A.  Except as otherwise provided in this Title or as otherwise provided by law, the Secretary of State may bring an action against any corporation to procure a judgment annulling, vacating or forfeiting its articles and franchise upon the ground that:

(1)  The corporate franchise was procured through fraud practiced upon the state; or

(2)  The corporation has continued to abuse authority conferred upon it; or

(3)  The corporation should not have been formed under this Chapter, or has been formed thereunder without a substantial compliance with the conditions precedent to incorporation prescribed by this Chapter; or

(4)  The corporation has failed to designate and maintain a registered office, or to designate and maintain a registered agent, under the conditions, and in the manner, prescribed in this Chapter.  

B.  If the cause of action is grounded on an act which the corporation has done or omitted to do which can be corrected by amendment of the articles or by other corporate action, then such action shall not be instituted or maintained unless, not less than sixty days prior to the institution of the action, the corporation has been given notice in writing of the act done or omitted to be done, which will be urged as the ground for the action, and demand for the correction thereof, and the corporation has failed, neglected or refused to correct the same within such sixty-day period.  

C.  In any such action, which shall be a summary proceeding, the court may grant the relief asked for, or such other or partial relief as to it seems just and expedient.  If judgment is rendered annulling, vacating or forfeiting the articles and franchise, such judgment may be set aside at any time within the time allowed for taking an appeal therefrom, upon a showing that the grounds for the judgment have been cured.  

D.  In addition to the other remedies provided by this section, the secretary of state is authorized to suspend the corporate franchise and the articles of incorporation of any corporation which has failed to comply, according to the records of his office, with Paragraph (4) of Subsection A of this section and to revoke such suspension where such failure to comply with said paragraph has been remedied by compliance.  

Before the corporate franchise or articles of incorporation are suspended under the provisions of this subsection, any corporation having failed to comply with such paragraph, according to the records of the office of the secretary of state, shall be notified in writing, certified mail, return receipt requested, at its last known address, of such noncompliance, and such notice shall afford any such corporation fifteen days from the receipt of such written notice, to comply with said paragraph or to show cause why said written notice should not have been given.  

The secretary of state is authorized to hold hearings and take evidence where the corporation undertakes to show cause why its franchise and articles of incorporation should not be suspended and to make an order suspending the franchise and articles of incorporation in the light of such evidence where such order is justified according to same.  Such order shall be recorded in the archives of his office.  

Where notice of noncompliance has been furnished as provided in this subsection and no showing or reply has been made within the fifteen day period herein allowed, it shall be presumed that the corporation has failed to comply with Paragraph (4) of Subsection A of this section and the secretary of state may suspend the franchise and articles of incorporation of any such corporation.  In the event any such corporation thereafter complies with the requirements of said paragraph, or shows that it was already in compliance with same, the secretary of state is authorized to revoke any suspension issued by him in respect to said corporation and to restore same to good standing and record same in the archives of his office.  

Where any order of suspension is made under this subsection, the secretary of state shall forward a certified copy thereof to the corporation's last known address, certified mail, return receipt requested.  Similar notice shall be furnished in the event of revocation of such suspension.  

Acts 1968, No. 105, §1.  Amended by Acts 1972, No. 601, §1.  



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