With respect to correction of a filed record: 1. Whenever a record authorized by this chapter to be filed with the secretary of state has been filed and inaccurately records the action referred to in the record, contains an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged, or verified, the record may be corrected by filing a statement of correction. 2. A statement of correction: a. Must: (1) Be signed by: (a) The person that signed the original record; or (b) By a person authorized to sign on behalf of that person; (2) Set forth the name of the corporation that filed the record; (3) Identify the record to be corrected by description and by the date of its filing with the secretary of state; (4) Identify the inaccuracy, error, or defect to be corrected; and (5) Set forth a statement in corrected form of the portion of the record to be corrected. b. May not revoke or nullify the record. 3. The statement of correction must be filed with the secretary of state. 4. With respect to the effective date of correction: a. A certificate issued by the secretary of state before a record is corrected, with respect to the effect of filing the original record, is considered to be applicable to the record as corrected as of the date the record as corrected is considered to have been filed under this subsection. b. After a statement of correction has been filed with the secretary of state, the original record as corrected is considered to have been filed: (1) On the date the statement of correction was filed: (a) As to persons adversely affected by the correction; and (b) For the purposes of subsection 3 of section 10-33-01.2; and (2) On the date the original record was filed as to all other persons and for all other purposes.
10-33-141.3. Secretary of state - Involuntary dissolution - Revocation of certificate of authority. 1. With respect to involuntary dissolution of a corporation by the secretary of state: a. A corporation may be involuntarily dissolved by the secretary of state if: (1) The corporation has failed to appoint and maintain a registered agent and registered office as provided in section 10-33-12; or (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the corporation pursuant to this chapter. b. A corporation may not be dissolved by the secretary of state as provided for in this section unless: (1) The secretary of state has given the corporation not less than sixty days' notice by mail addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office; and (2) During the sixty-day period, the corporation has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any other required record; or (c) Correct the misrepresentation. c. Upon expiration of sixty days after the mailing of the notice, the existence of the corporation ceases. The secretary of state shall issue a notice of dissolution and shall mail the notice addressed to its registered agent at the registered office in this state or, if the corporation does not maintain a registered agent in this state, the notice must be mailed to its principal office. 2. With respect to the revocation of a certificate of authority of a foreign corporation by the secretary of state: a. The certificate of a foreign corporation to transact business in this state may be revoked by the secretary of state if: (1) The foreign corporation has failed to: (a) Appoint and maintain a registered agent and registered office as provided in section 10-33-131; (b) File with the secretary of state any amendment to its application for a certificate of authority as provided in section 10-33-130; (c) File with the secretary of state any merger as provided in section 10-33-132; or (d) File with the secretary of state an application for certificate of withdrawal of its authority as provided in section 10-33-133 when the corporation's existence has expired or the foreign corporation has been dissolved in the jurisdiction of the foreign corporation; or (2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign corporation under this chapter. b. A certificate of authority may not be revoked by the secretary of state as provided for in this section unless: (1) The secretary of state has given the foreign corporation not less than sixty days' notice by mail addressed to its registered agent at the registered office in this state or, if the corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office; and (2) During the sixty-day period, the foreign corporation has failed to: (a) File the report of change as provided in chapter 10-01.1 regarding the registered office or the registered agent; (b) File any amendment; (c) File any merger; (d) File an application for withdrawal; (e) File any other required record; or
(f) Correct the misrepresentation. c. Upon expiration of sixty days after the mailing of the notice, the authority of the foreign corporation to transact business in this state ceases. The secretary of state shall issue a notice of revocation and shall mail the notice to the registered agent at the registered office in this state or, if the foreign corporation failed to maintain a registered agent in this state, the notice must be mailed to its principal office. 3. If the corporation or foreign corporation files a report of change relating to the registered agent or any other required record or correction of a misrepresentation after the notice with the fee provided for in section 10-33-140, the secretary of state shall restore the certificate of incorporation or authority to good standing. Until restored to good standing, the secretary of state may not accept for filing any document respecting the corporation or foreign corporation except those incident to its dissolution or withdrawal.