BNUMBER:  B-270478
DATE:  March 8, 1996
TITLE:  Tours, Lodging & Conferences, Inc.

**********************************************************************

Matter of:Tours, Lodging & Conferences, Inc.

File:     B-270478

Date:March 8, 1996

Philip E. Johnson for the protester.
J. William Bennett, Esq., for CMS, Inc./Staten Island Hotel, an 
intervenor.
Nicholas P. Retson, Esq., and Philip T. McCaffrey, Esq., Department of 
the Army, for the agency.
Jacqueline Maeder, Esq., and Paul Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Contention that award was improper because the awardee had been 
terminated as a corporation under state law for failing to file an 
annual report is denied where the awardee was reinstated prior to 
award of the contract and was never in a position to elect to avoid 
the contract award.   

DECISION

Tours, Lodging & Conferences, Inc. (TLC) protests the award of a 
contract to the joint venture, Command Management Services, Inc. d/b/a 
Convention Marketing Services, Inc. (CMS)/ Staten Island Hotel, under 
invitation for bids (IFB) No. DAKF-29-95-B-0041, issued by the 
Department of the Army for meals, lodging and transportation services 
in support of the Military Entrance Processing Center in New York, New 
York.  TLC contends that the awardee's bid was nonresponsive because 
CMS, one of the joint venture partners, lacked corporate existence at 
the time of bid opening.

We deny the protest.

The IFB, issued September 7, 1995, contained the certification found 
at Federal Acquisition Regulation  sec.  4.102, entitled "Contractor's 
Signature," under which CMS/Staten Island certified that it was a 
joint venture consisting of two corporate entities.  Bids were opened 
September 19.  After the low bid was determined to be nonresponsive, 
award was made to CMS/Staten Island, the second-low bidder, on October 
10.  TLC protested to the agency on October 20, alleging that at the 
time of bid opening one of the joint venture partners, CMS, had 
involuntarily had its corporate status dissolved by the state of 
Oregon for failure to timely file its annual report.  

The agency reports that the contracting officer was not aware of any 
defects in the awardee's corporate status up through the time of award 
and that when she first learned of this allegation with the filing of 
TLC's protest, she sought information on this matter.  CMS' president 
explained to the contracting officer that at the time of bid 
submission she was unaware of the involuntary dissolution, which had 
occurred on February 27 because of CMS' failure to file its required 
corporate annual report.  In the process of renewing CMS' corporate 
credit line in September, the president became aware of the 
dissolution and immediately initiated steps to obtain reinstatement, 
which was obtained October 9.  CMS' president submitted to the Army a 
copy of the reinstatement certificate.  The state of Oregon corporate 
reinstatement certificate states that, pursuant to Oregon State Law, 
when reinstatement is effective, it relates back to and takes effect 
as of the effective date of the administrative dissolution and the 
corporation resumes business as if the administrative dissolution had 
never occurred.  Because CMS was reinstated on October 9, before the 
contract award, the Army determined that the contract was binding and 
could not be avoided by CMS.  Based on this finding, the Army denied 
TLC's protest on October 31 and this protest to our Office followed.  

TLC argues that because of CMS' involuntary dissolution, CMS did not 
legally exist as a corporate entity at the time of bid opening and 
therefore the bid must be rejected as nonresponsive.  To support its 
position, the protester cites Delaware East Wind, Inc., B-221314, Mar. 
12, 1986, 86-1 CPD  para.  246, in which we held that a bid submitted by a 
corporation, which the contracting officer knew was not in existence 
at bid opening under applicable state law, was properly rejected as 
nonresponsive.  We reasoned that to permit otherwise would enable 
irresponsible parties to undermine the competitive bidding procedures 
by submitting bids that could be avoided or backed up by real 
principals as their interests might dictate.  The protester also cites 
Casper Constr. Co., Inc., B-253887, Oct. 26, 1993, 93-2 CPD  para.  247, in 
which we held that a bid was properly rejected where the contracting 
officer was aware of the bidder's corporate dissolution prior to award 
and reinstatement had not yet occurred at the time of award.

The protester's reliance on these cases is misplaced.  Here, the 
agency discovered after award that while CMS' corporate status had 
previously been dissolved, it had been reinstated prior to award, with 
the reinstatement dating back to the date of dissolution.  
Consequently, CMS was never in a position in which it could have 
asserted its lack of capacity in order to avoid the contract award. 

We have recognized the propriety of a contract award in circumstances 
less clear-cut than those present here.  In Forbes Aviation, Inc., 
B-248056, July 29, 1992, 92-2 CPD  para.  58, we stated that there is no 
basis to object to the award of a contract to a corporation, which at 
the time of submission of proposals and award had been automatically 
terminated because of an apparent inadvertent failure to file its 
annual report, but which took steps to become reinstated immediately 
when the situation was brought to its attention.  We found that 
notwithstanding the revocation of a firm's corporate status, the award 
was proper because the same firm which submitted the proposal would 
perform the contract and it did not appear that the firm would have 
been permitted to avoid the government's acceptance of its offer.  See 
also Triad Research, Inc., B-225793, July 6, 1987, 87-2 CPD  para.  58; 
Telex Communications, Inc.; Mil-Tech Sys., Inc., B-212385; B-212385.2, 
Jan. 30, 1984, 84-1 CPD  para.  127, recon. denied in part and aff'd in 
part, B-212385.3, Apr. 18, 1984, 84-1 CPD  para.  440, rev'd on other 
grounds, B-212385.4; B-212385.5, June 18, 1984, 84-1 CPD  para.  632.

For the same reasons, we have no basis to object to this award.  CMS 
took steps to become reinstated prior to the award and CMS was in fact 
reinstated prior to award.  As was the case in Forbes Aviation, Inc., 
supra, the applicable state law provides that upon reinstatement of a 
corporation, its corporate existence is deemed to have continued from 
the date of termination of its corporate existence.  Because CMS' 
corporate status is deemed to have continued from February 27, CMS is, 
and was, at all relevant times legally bound to perform the contract.  
Therefore, there is no credible basis to object to the award.  

The protest is denied.

Comptroller General
of the United States