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Instruction: This is a model letter. Adapt to fit your facts and circumstances. DATE NAME ADDRESS LINE 1 ADDRESS LINE 2 CITY,STATE ZIP CODE Re: Dear : When we last spoke, I was on my way to the Secretary of State to file the Articles of Dissolution for the above referenced corporation. However, when I presented the Articles of Dissolution to the Secretary of State I learned that the corporation had been administratively dissolved on (prior to our receipt of the tax clearance letter) for failure to file its annual report. As a result, the Secretary of State would not allow me to file the Articles of Dissolution until such time as the corporation had gone through the process of reinstating. Frankly, I feel that this would be a waste of money in light of all of the circumstances. Based on the fact that the corporation had adopted a Plan of Dissolution and filed its final tax return prior to the administrative dissolution by the Secretary of State, I believe that the administrative dissolution is equally as effective as if we had filed voluntary Articles of Dissolution. In order to reinstate the corporation so that we could file voluntary Articles of Incorporation would require that we obtain another tax clearance letter and file the missing annual report along with the $ fee. In addition, we would be required to file an Application for Reinstatement along with a $ reinstatement fee. We would then file the voluntary Articles of Dissolution which would also cost an additional $ . Again, I believe that it would be to our advantage to simply to allow the administrative dissolution to stand. However, you may want to consult with your tax advisor to make sure that she does not believe we need to go through the process of reinstatement then the dissolution. If you have any questions or need to discuss this matter, please do not hesitate to contact me. Sincerely, BY: /