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Generally speaking, the sale/transfer will not be invalidated just because you haven't paid the franchise fee or the agent fee. However you will not be able to close the corporation without first satisfying any money owed to the state including money owed from the past two years for the franchise fee and any state taxes that are due. The secretary of state may or may not require you to reinstate the agent of service.
In conclusion, the validity of the conveyance should not be challenged just because the corporation did not pay its due but since the corporation will be required to pay money owed to the state before shutting it will probably be a good idea ti pay first any fee and taxes owed and then distribute the land yourself as part of the wind up process.
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