TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 14 DISSOLUTION

14-2-1420. Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under Code Section 14-2-1421 to dissolve a corporation administratively if:

The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution;
The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;
The corporation is without a registered agent or registered office in this state for 60 days or more;
The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
The corporation pays a fee as required to be collected by the Secretary of State pursuant to the Code by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State; or
Any notice which is required to be published by Code Section 14-2-201.1, 14-2-1006.1, 14-2-1105.1, or 14-2-1403.1 has not been published.

(Code 1981, §14-2-1420, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 65; Ga. L. 1993, p. 1231, § 22.)

COMMENT

Source: Model Act, § 14.20. This replaces provisions previously found in § 14-2-283(a).

Subsection (1) provides for administrative dissolution for failure to file any required tax return for at least one year. The Model Act provision was amended to require payment of all filing and late fees, and reflects the prior law in § 14-2-283(a)(1).

Subsection (2) permits administrative dissolution when an annual registration is more than 60 days late, while former § 14-2-283(1) permitted dissolution only when it was more than one year late. Subsection (2) was amended to preserve former Georgia practice, and is taken from former § 14-2-283(a)(2).

Subsection (3) permits administrative dissolution when a corporation is without a registered agent or office for 60 days, while former § 14-2-283(a)(3) allowed only 30 days to appoint and maintain a registered agent (but was silent on registered offices).

Subsection (4) permits administrative dissolution 60 days after a failure to notify the Secretary of State that its registered office or agent has changed. Previously § 14-2-283(a)(4) allowed administrative dissolution 30 days after a failure to file a statement of change of registered agent or office.

Subsection (5) is a Georgia addition to the Model Act, providing for administrative dissolution for failure to publish notices required by the Code. No penalties are imposed on publishers who fail to publish.

Note to 1989 Amendment The 1989 amendment limits the ground for dissolution in subsection (1) to failure to file required license and occupation tax returns, rather than all tax returns. This reflects prior Georgia law, under O.C.G.A. § 14-2-283(a)(2). A further qualification was provided that stays dissolution if the corporation is contesting the obligation to file the returns or to pay the franchise or license taxes.

Note to 1993 Amendment The 1993 amendment added a new subparagraph (5) which authorizes administrative dissolution if the payment of fees to the Secretary of State is dishonored and not thereafter satisfied within a stated period of time.

Cross-References Annual registration, see § 14-2-1622. Appeal from administrative dissolution, see § 14-2-1423. "Deliver" includes mail, see § 14-2-140. Duration of corporation, see § 14-2-302. Judicial dissolution, see § 14-2-1430 et seq. Judicial dissolution of statutory close corporation, see § 14-2-943. Publication of notices, see §§ 14-2-201.1,14-2-1006.1,14-2-1105.1 &14-2-1403.1. Registered office and agent, see Article 5. Reinstatement following administrative dissolution, see § 14-2-1422. Voluntary dissolution, see §§ 14-2-1401 &14-2-1402.

Law reviews.

- For article, "Post-Creation Checklist for Georgia Business Entities," see 9 Ga. St. B. J. 24 (2004).

JUDICIAL DECISIONS

Failure to amend corporate registry.

- Because the defendant admitted that name was left on the corporate registry, merely asserting that the failure to remove defendant was due to the "negligence of the corporation," because defendant had "received assurances" that defendant's name would be removed, the trial court correctly determined that there was no genuine issue of material fact as to the defendant's status as a corporate officer during all periods relevant to the suit. Speir v. Krieger, 235 Ga. App. 392, 509 S.E.2d 684 (1998).

Reinstatement of corporation.

- Corporation that had been administratively dissolved under O.C.G.A. § 14-2-1420 when the corporation filed the corporation's suit for property damage failed to file suit within two years as required by O.C.G.A. § 14-2-1410; therefore, the corporation's suit was a nullity. The later reinstatement of the corporation under O.C.G.A. § 14-2-1422 did not validate the lawsuit. GC Quality Lubricants v. Doherty, Duggan, & Rouse Insurors, 304 Ga. App. 767, 697 S.E.2d 871 (2010).

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