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2018 Georgia Code 14-2-1531 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1531 Case Law from Google Scholar Amendments to OCGA 14-2-1531

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1531. Procedure for and effect of revocation.

  1. If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1530 for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent.
  2. If the foreign corporation does not correct each ground for revocation 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 may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.
  3. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
  4. The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.
  5. Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

(Code 1981, §14-2-1531, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 15.31. Procedures for revocation of a certificate of authority formerly appeared in §§ 14-2-326 -14-2-328.

The procedure for revocation of a certificate of authority in Section 14-2-1531 establishes a simple method of completing the revocation while at the same time ensuring that the foreign corporation is advised of the contemplated action and has an opportunity to contest it in appropriate situations.

Sections § 14-2-1531(a) and (b) provide for an opportunity to cure grounds for revocation within 60 days after notice from the Secretary of State. This is substantially the same as former § 14-2-326(b).

Sections § 14-2-1531(b) and (c) require the Secretary of State to issue a certificate of revocation, which terminates the authority of the foreign corporation to transact business. This is substantially the same as former § 14-2-328.

Subsection (d) provides that after revocation, the Secretary of State is appointed the foreign corporation's agent for service of process; upon receipt of service, the Model Act required the Secretary of State to forward the process to the foreign corporation's principal address, as last reflected in his records. There was no express provision for this in former law, except in § 14-2-325(c), for dissolved foreign corporations. The Code simplifies the process by requiring the litigant to mail process directly to a corporate officer in the manner specified in subsection (d).

Subsection (e) makes it clear that revocation does not of itself terminate the authority of the foreign corporation's registered agent, so that process served on that agent by a third person who was unaware of the revocation may be effective.

Section 14-2-1531 is patterned after Section 14-2-1421, relating to the administrative dissolution of a domestic corporation. See the Comment to Section 14-2-1421 for a fuller statement of the policies underlying Section 14-2-1531.

Cross-References Annual registration, see § 14-2-1622. Appeal from revocation, see § 14-2-1532. Grounds for revocation, see § 14-2-1530. "Principal office": defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Service on foreign corporation, see § 14-2-1510.

OPINIONS OF THE ATTORNEY GENERAL

Law applicable to reinstatement.

- A foreign or domestic business corporation which was dissolved or whose certificate was 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 that had its certificate of authority revoked under the former corporation code and 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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