TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1520. Withdrawal of foreign corporation.

1. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-2-1107 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.
2. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
   1. The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
   2. That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
   3. That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
   4. A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and
   5. A commitment to notify the Secretary of State in the future of any change in its mailing address.
3. After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section.

(Code 1981, §14-2-1520, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 482, § 8.)

COMMENT

Source: Model Act, § 15.20. This replaces provisions formerly contained in §§ 14-2-319(b),14-2-323 &14-2-324.

A foreign corporation that ceases to transact business within a state may withdraw from the state only by obtaining a certificate of withdrawal. A foreign corporation that ceases to transact business in the state but fails to obtain a certificate of withdrawal will continue to be (1) subject to service of process on its registered agent or on its secretary pursuant to Section 14-2-1510 and (2) liable for franchise and other taxes under other statutes.

Subsection (b) requires the application for certification of withdrawal to appoint the Secretary of State as the withdrawing corporation's agent for service of process in any proceeding based on a cause of action which arose during the time it was authorized to transact business in the state. The application must also set forth a mailing address to which the any process mailed under subsection (c), and the corporation must agree to notify the Secretary of State of any change in that address. There is no time limit on the obligation to advise the Secretary of State of changes of mailing address. To ensure that the appointment of the Secretary of State is unqualified and meets the precise requirements of this section, the Secretary of State may require that an application for certificate of withdrawal be on a form prescribed by him. See Section 14-2-421.

Service of process on the Secretary of State pursuant to the statements in the application for certificate of withdrawal effects service on the corporation under subsection (c). The Model Act, like former § 14-2-323, requires the Secretary of State to mail the process to the corporation at the mailing address specified in the application or in a subsequent communication to the Secretary of State advising him of a change in mailing address. The Code places the burden of such mailing on the party serving the Secretary of State.

Cross-References "Deliver" includes mail, see § 14-2-140. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. Registered agent, see § 14-2-1507. Service of process on foreign corporation, see § 14-2-1510. Transacting business, see § 14-2-1501.