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2018 Georgia Code 14-2-1509 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1509 Case Law from Google Scholar Amendments to OCGA 14-2-1509

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1509. Resignation of registered agent of foreign corporation.

  1. The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.
  2. On or before the date of filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, or secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named, and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed.
  3. The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.

(Code 1981, §14-2-1509, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 24.)

COMMENT

Source: Model Act, § 15.09. This replaces provisions formerly contained in § 14-2-318(c).

Section 14-2-1509 permits the registered agent of a foreign corporation to resign by following the procedure set forth in the section, which is designed to maximize the probabilities that the corporation is advised of the resignation of the agent. This section is principally used by compensated registered agents who are corporation service companies and who desire to resign as registered agent as a result of nonpayment of fees. Section 14-2-1509 is patterned after Section 14-2-503, relating to the resignation of a registered agent of a domestic corporation. For a fuller description of the policies underlying Section 14-2-1509, see the Comment to Section 14-2-503.

Subsection (b) of the Model Act shifted the burden of notification to the Secretary of State, who was required to mail a copy to the registered office and a copy to the principal office of the corporation. The Code requires the resigning registered agent to notify an officer of the corporation.

Subsection (c) terminates the agency appointment 31 days after filing. It eliminates the requirement of former § 14-2-318(c) that the notice of resignation must be accompanied by an affidavit that the corporation had been notified at least 10 days before the agent's filing with the Secretary of State. The Code contemplates a mailing of a notice to the corporation contemporaneously with the filing with the Secretary of State.

Note to 1993 Amendment The 1993 amendment alters the timing of effectiveness of a change in a foreign corporation's registered agent so that it is effective on filing with the Georgia Secretary of State, which conforms this provision to the law applicable to domestic corporations.

Cross-References Annual registration, see § 14-2-1622. Change of registered agent, see § 14-2-1508. "Deliver" includes mail, see § 14-2-140. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622.

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