TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 14 DISSOLUTION

14-2-1422. Reinstatement following administrative dissolution.

A corporation administratively dissolved under Code Section 14-2-1421 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 the fee required for the application for reinstatement contained in Code Section 14-2-122.
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.
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 14-2-504.
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.
This Code section shall apply to all corporations administratively dissolved under Code Section 14-2-1421 or any similar former statute, regardless of the date of dissolution.

(Code 1981, §14-2-1422, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 975, § 1; Ga. L. 1997, p. 1165, § 11.1; Ga. L. 2008, p. 253, § 7/SB 436; Ga. L. 2011, p. 430, § 2/SB 64.)

Law reviews.

- For annual survey article discussing administrative dissolution issues, see 46 Mercer L. Rev. 71 (1994). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).

COMMENT

Source: Model Act, § 14.22. This replaces provisions previously found in § 14-2-283.

Section14-2-1422 provides a two-year period during which a corporation may seek reinstatement following administrative dissolution. Prior law provided five years. § 14-2-283(e). This section may apply when a corporation through inadvertence or a failure to maintain a registered agent fails to receive or respond to the predissolution notice of default required by Section14-2-1421. A corporation that is reinstated pursuant to this section resumes carrying on its business as before dissolution.

In order to be eligible for reinstatement, a corporation must comply with all statutory requirements at the time it seeks reinstatement. It must establish, for example, that all taxes have been paid and that its name is available when it files the application for reinstatement.

Subsection (a)(4) follows the prior law, § 14-2-283(e), which required establishment to the satisfaction of the Secretary of State that payment had been made of all fees, taxes, and penalties which accrued before the dissolution.

Subsection (a)(5) is a Georgia addition to the Model Act, based upon former § 14-2-283(e), which required payment of all annual registration fees and penalties that would have been payable between dissolution and reinstatement, as well as fees and penalties remaining unpaid at dissolution, if any.

Section14-2-1422(c) states that reinstatement relates back to the date of dissolution; this follows former § 14-2-283(e).

Cross-References Appeal from denial of reinstatement, see § 14-2-1423. Corporate name generally, see Article 4. Effective date of administrative dissolution, see § 14-2-1421. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Grounds for administrative dissolution, see § 14-2-1420.

JUDICIAL DECISIONS

A corporation continued to exist as a corporate entity even after administrative dissolution and, therefore, personal liability of the president of the corporation to a seller of goods could not be based on the traditional theory that the president was acting for a nonexistent principal; this was true regardless of whether the corporation applied for reinstatement and was ultimately restored to its status prior to dissolution. Fulton Paper Co. v. Reeves, 212 Ga. App. 341, 441 S.E.2d 881 (1994).

Effect of dissolution.

- An administratively dissolved corporation lacked the capacity to bring a federal antitrust action because the two-year limitation period for reinstatement and for the initiation of any action by a dissolved corporation had expired. Gas Pump, Inc. v. General Cinema Beverages of N. Fla., Inc., 263 Ga. 583, 436 S.E.2d 207 (1993).

Debtor's corporation that had been administratively dissolved for over 12 years could not be resuscitated to initiate any activity and an insurance claim arising after the corporation was dissolved was not the claim of a corporate entity; since the corporation did nothing other than be the named insured on the insurance policy covering the property, and the debtor's attempt to resuscitate it by incorporating a new corporation with the same name did not reinstate the dissolved corporation, the debtor's continued use of the corporate name constituted the use of a trade name by the debtor individually and the insurance proceeds were the property of the debtor's individual bankruptcy estate. Gebhardt v. McKeever (In re McKeever), 550 Bankr. 623 (Bankr. N.D. Ga. 2016).

Litigation time-barred.

- Once O.C.G.A. § 14-2-1422's two-year period has passed, the corporation's demise is complete; it may no longer initiate any activity, including the bringing of lawsuits. Gas Pump, Inc. v. General Cinema Beverages of N. Fla., Inc., 12 F.3d 181 (11th Cir. 1994).

Reinstatement did not validate a suit brought by a dissolved 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).

Cited in Powell v. Lewis, 218 Ga. App. 567, 462 S.E.2d 460 (1995); Deere & Co. v. JPS Dev., Inc., 264 Ga. App. 672, 592 S.E.2d 175 (2003).

OPINIONS OF THE ATTORNEY GENERAL

Applicability of prior law to reinstatement.

- A foreign or domestic business corporation which was dissolved or revoked under the law in effect prior to July 1, 1989, may be reinstated in accordance with the prior law in effect at the time of the revocation or dissolution. 1990 Op. Att'y Gen. No. 90-39.

Penalty for operating without certificate of incorporation.

- For a foreign business corporation which had its certificate of authority revoked under the former corporation code and which sought reinstatement after July 1, 1989, the civil penalty of $500.00 per year or part thereof for operation without a certificate of authority should be assessed for the period of time between revocation and reinstatement, if the foreign corporation continued to transact business in Georgia without a certificate of authority. 1990 Op. Att'y Gen. No. 90-39.

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