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2018 Georgia Code 14-2-1530 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1530 Case Law from Google Scholar Amendments to OCGA 14-2-1530

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1530. Grounds for revocation.

The Secretary of State may commence a proceeding under Code Section 14-2-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

  1. The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;
  2. The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
  3. The foreign corporation is without a registered agent or registered office in this state for 60 days or more;
  4. The foreign corporation does not inform the Secretary of State under Code Section 14-2-1508 or 14-2-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;
  5. An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
  6. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(Code 1981, §14-2-1530, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 15.30. This replaces provisions formerly contained in §§ 14-2-325 &14-2-326.

Section14-2-1530 authorizes the administrative revocation of the certificate of authority of a foreign corporation on the grounds specified. Similar provisions were formerly found in § 14-2-326. Administrative revocation is effective only upon compliance with the procedure specified in Section14-2-1531. A foreign corporation that believes the administrative revocation is unwarranted may obtain judicial review of the Secretary of State's determination pursuant to Section14-2-1532.

If a qualified foreign corporation has dissolved or merged into another corporation, the Secretary of State may proceed to revoke its certificate of authority to transact business solely on the basis of a certificate from the Secretary of State or other official of the state of incorporation. Section14-2-1530(6). Formerly this was treated separately in § 14-2-325. This subdivision provides a simple and inexpensive method to eliminate the names of corporations that are no longer in existence from the records of the Secretary of State, thereby making available the corporate names for use by other entities.

Section 14-2-1530 is patterned after Section 14-2-1420, relating to the administrative dissolution of domestic corporations. See the Comment to Section 14-2-1420 for a fuller description of the policies underlying Section 14-2-1530.

Cross-References Annual registration, see § 14-2-1622. Appeal from revocation, see § 14-2-1532. "Deliver" includes mail, see § 14-2-140. Delivery of false document to Secretary of State, see § 14-2-129. Procedure for revocation, see § 14-2-1531. Registered office and agent, see §§ 14-2-1507 &14-2-1508.

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 176.

ALR.

- Dissolving or winding up affairs of corporation domiciled in another state, 19 A.L.R.3d 1279.

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