O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-1421 (2019)

Procedure for and effect of administrative dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section

Notes of Decisions
Cited in 19 cases (1 in the last 5 years), 1993–2025 · leading case: Principal Lien Servs., LLC v. NAH Corp., 814 S.E.2d 4 (Ga. Ct. App. 2018).
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Principal Lien Servs., LLC v. NAH Corp., 814 S.E.2d 4 (Ga. Ct. App. 2018). · cites it 4× “See OCGA § 14-2-1622 (a) (2) ("Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth .”
Fulton Paper Co. v. Reeves, 441 S.E.2d 881 (Ga. Ct. App. 1994). · cites it 8× “” OCGA § 14-2-1421 (c); The Gas Pump v. Gen.”
Gebhardt v. McKeever (In re McKeever), 550 B.R. 623 (Bankr. N.D. Ga. 2016). · cites it 2× “” O.C.G.A. § 14-2-1421 (c). An administratively dissolved corporation may apply for reinstatement, but only for a period of five years.”
Gas Pump, Inc. v. Gen. Cinema Beverages of North Florida, Inc., 436 S.E.2d 207 (Ga. 1993). · cites it 4× “The basic restriction on the activities of administratively-dissolved corporations is set out in OCGA § 14-2-1421 (c): A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its…”
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 38× “And, under § 14-2-1421(b), (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to…”
Crews v. Wahl, 520 S.E.2d 727 (Ga. Ct. App. 1999). · cites it 2× “” OCGA § 14-2-1421 (c). Those actions deemed necessary to wind up and liquidate a corporation’s business and affairs include collecting assets, disposing of property, discharging liabilities, distributing remaining property among shareholders, and “[d]oing every other act…”
Deere & Co. v. Jps Dev., Inc., 592 S.E.2d 175 (Ga. Ct. App. 2003). · cites it 2× “The Court held that the corporation lacked capacity to bring the antitrust action because of “the expiration of the time in which an administratively-dissolved corporation continues its existence.”
Health Horizons, Inc. v. State Farm Mut. Auto. Ins., 521 S.E.2d 383 (Ga. Ct. App. 1999). · cites it 2× “1070, 1225-1226, § 1, the General Assembly changed the language of former OCGA § 14-2-1421 (b) of the 1969 Georgia Corporate Code that provided “unless before commencement of the action a certificate of authority shall have been obtained by such corporation,” no action can be…”
Exclusive Props., Inc. v. Jones, 460 S.E.2d 562 (Ga. Ct. App. 1995). · cites it 4× “The trial court granted partial summary judgment to defendants and in doing so dismissed all of EPI’s claims.”
In Re Clary, 259 B.R. 453 (Bankr. S.D. Ga. 2001). · cites it 2× “Movant argues that Clary, by continuing to incur new debt on behalf of Clary Construction and Rental Company, Inc.”
Tillett Bros. Constr. Co. v. Dep't of Transp., 435 S.E.2d 241 (Ga. Ct. App. 1993). · cites it 2× “Both Georgia and Tennessee have adopted statutes which provide in pertinent part that dissolved corporations may continue their corporate existence but may not carry on any business except that necessary to wind up and liquidate their business and affairs.”
W. Auto Supply Co. v. McKenzie, 489 S.E.2d 537 (Ga. Ct. App. 1997). · cites it 2× “A filed financing statement remains effective with respect to collateral transferred by the debtor even though the secured party knows of or consents to the transfer.”
Show all 19 citing cases →
— 14-2-1421(a) — 1 case
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). “And, under § 14-2-1421(b), (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to…”
— 14-2-1421(b) — 1 case
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). “And, under § 14-2-1421(b), (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to…”
— 14-2-1421(c) — 5 cases
In Re Clary, 259 B.R. 453 (Bankr. S.D. Ga. 2001). “Movant argues that Clary, by continuing to incur new debt on behalf of Clary Construction and Rental Company, Inc.”
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). “And, under § 14-2-1421(b), (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to…”
The Gas Pump, Inc., Jack Karesh v. Gen. Cinema Beverages of North Florida, Inc., Coca-Cola Bottling Co. United, Inc., 982 F.2d 478 (11th Cir. 1993).
Michael Dombrowski v. Legacy Mountain Homeowners Ass'n Inc (11th Cir. 2025).
White v. Regions Bank, 729 So. 2d 856 (Ala. Civ. App. 1998).
— 14-2-1421(e) — 1 case
The Gas Pump, Inc., Jack Karesh v. Gen. Cinema Beverages of North Florida, Inc., Coca-Cola Bottling Co. United, Inc., 12 F.3d 181 (11th Cir. 1994).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.