In F.W. Webb Co. v. Martell, we found that dissolution for failure to file an annual report is effective once notice of termination is sent by the Secretary of State. Accordingly, dissolution for purposes of 2075 related back to the date notice of termination was issued. Rowell Bros. argues that dissolution is not effective until the Secretary of State issues a notice of revocation. It is not a prerequisite to dissolution. In the usual case, the corporation ceases to exist after some act or omission.
Dissolution triggers the process of winding up corporate affairs.
Under Rowell Bros.' theory, the corporation would legally exist until all its affairs were wound up. We decline to construe 11 V.S.A. 2075 such that it would have produced an unreasonable result. Rowell Bros. also argues that it was absolved from filing an annual report because it lost all its property and initiated voluntary dissolution procedures. A corporation is required to file an annual report, however, even if it has ceased to do business and is winding up its affairs. Corporations may not evade the law by filing articles of dissolution.