2010 Georgia Code
TITLE 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 3 - NONPROFIT CORPORATIONS
ARTICLE 14 - DISSOLUTION
PART 2 - ADMINISTRATIVE DISSOLUTION
§ 14-3-1422 - Reinstatement following administrative dissolution
. Reinstatement following administrative dissolution
(a) A corporation administratively dissolved under Code Section 14-3-1421
may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:
(1) Recite the name of the corporation and the effective date of its administrative dissolution;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) Either be executed by the registered agent or an officer, director, or shareholder of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;
(4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and
(5) Be accompanied by an amount equal to the total annual registration fees and penalties that would have been payable during the periods between dissolution and reinstatement, plus the fee required for the application for reinstatement, and any other fees and penalties payable for earlier periods.
(b) The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-2-1421
for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner.
(c) If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Code Section 14-3-504
(d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(e) This Code section shall apply to all corporations administratively dissolved under Code Section 14-3-1421
or any similar former statute, regardless of the date of dissolution.
Graham Syfert - Jacksonville Lawyer