O.C.G.A. § 14-3-1410 (2019)
Revival of corporation after dissolution by expiration of period of duration
(a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration.
(b) If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows:
(1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and
(2) That the revival will not injure the corporation's members, creditors, or the public.
(c) As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.
History
(Code 1981, § 14-3-1410, enacted by Ga. L. 1991, p. 465, § 1.)
Annotations
Cross references. - Management of funds held by organizations for eleemosynary purposes, § 44-15-1 et seq. Editor’s notes. - Ga. L. 1991, p. 465, effective July 1, 1991, repealed the Code
sections formerly codified at this chapter and enacted the current chapter. The former chapter consisted of Code Sections 14-3-1 through 14-3-3, 14-3-3.1, 14-3-4 through 14-3-6, 14-3-6.1, 14-3-7 (Article
1); 14-3-20 through 14-3-23 (Article 2); 14-3-40, 14-3-41 (Article 3); 14-3-60, 14-3-61, 14-3-61.1, 14-3-62, 14-3-63 (Article 4); 14-3-80 through 14-3-83 (Article 5); 14-3-100 through 14-3-113.1 (Article 6); 14-3-130 through 14-3-136 (Article 7); 14-3-150 through 14-3-155 (Article 8); 14-3-170 through 14-3-175 (Article 9); 14-3-190, 14-3-191 (Article 10); 14-3-210 through 14-3-230 (Article 11); 14-3-240 through 14-3-248, 14-3-248.1, 14-3-249 through 14-3-260 (Article 12); 14-3-270, 14-3-271 (Article 13); 14-3-290 through 14-3-293 (Article 14); 14-3-310 through 14-3-313 (Article 15); and 14-3-330 through 14-3-332 (Article 16); and was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 1, 54-68, 75, 83; Ga. L. 1970, p. 605, §§ 3, 4; Ga. L. 1972, p. 433, §§ 4, 5; Ga. L. 1975, p. 583, §§ 29-42; Ga. L. 1975, p. 778, § 2; Ga. L. 1976, p. 1102, §§ 21-32; Ga. L. 1976, p. 1576, § 5; Ga. L.
1977, p. 324, §§ 12-16; Ga. L. 1980, p. 603, §§ 5-7; Ga. L. 1980, p. 623, §§ 15-18; Ga. L. 1981, p. 1425, § 1; Ga. L. 1982, p. 3, § 14; Ga. L. 1982, p. 886, §§ 6, 12; Ga. L.1983, p. 3, § 11; Ga. L. 1983, p. 1479, §§ 19-28; Ga. L. 1984, p. 22, § 14; Ga. L. 1987, p. 537, § 6; Ga. L. 1987, p. 849, §§ 4, 5; Ga. L. 1987, p. 1448, §§ 4, 5; Ga. L. 1988, p. 157, § 2; Ga. L. 1988, p. 303, §§ 3, 4; Ga. L. 1989, p. 946, §§ 77-102; Ga. L. 1989, p. 1027, §§ 1-24, 26-30; and Ga. L. 1990, p. 257, §§ 28-31.
Law reviews. - For article, ‘‘1975 Amendments to the Georgia Business and Nonprofit Corporation Codes,’’ see 12 Ga. St. B. J. 81 (1975). For article, ‘‘The Development of Nonprofit Corporation Law and an Agenda for Reform,’’ see 34 Emory L.J. 617 (1985). For note on 1999 amendments to Code sections in this chapter, see 16 Ga. St. U. L. Rev. 27 (1999).
Comments to Georgia Nonprofit Corporation Code NOTE AS TO DRAFTING COMMITTEE The Georgia Nonprofit Corporation Code was completely recodified by enactment in 1991 of House Bill 226, which was based on a draft prepared by the Georgia Nonprofit Corporation Code Revision Committee, an ad hoc committee of two sections of the State Bar of Georgia. The Committee, operating under the auspices of the Fiduciary and Corporate and Banking Law Sections, was composed of the following individuals: George H. Lanier, Chairman Patricia T. Morgan, Reporter (Associate Professor, Georgia State University College of Law) Judith M. Becker
Larry V. McLeod
Joseph W. Crooks
Robert J. B. Petmecky
David N. Dorough
Mary F. Radford
John C. Joyner
Tobin N. Watt
Joseph B. Kennedy
Benjamin T. White
James H. Landon The following individuals provided special assistance to the Committee: Representative Mary Margaret Oliver Senator C. Donald Johnson, Jr. Verley J. Spivey, Deputy Secretary of State Warren Rary, Special Assistant and Legislation Coordinator, Office of the Secretary of State
CORPORATIONS & PARTNERSHIPS
Janet K. Jackson, Deputy Director, Business Services and Regulation, Office of the Secretary of State H. Perry Michael, Executive Assistant, Attorney General Mark H. Cohen, Senior Assistant Attorney General Terry A. McKenzie, Deputy Legislative Counsel George E. Hibbs, Assistant General Counsel, State Bar of Georgia NOTES AS TO COMMENTS The Notes to 1982 and 1983 Amendments included in the Comments in this chapter were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. The Notes to 1984 and 1986 Amendments were prepared by William E. Eason, Jr., Chairman, and Mitchell M. Purvis, Secretary, of that Committee. The Notes to the 1985 Amendments were prepared by William E. Eason, Jr., Chairman, Mitchell M. Purvis, Secretary, and members William S. Jacobs and Michael J. Egan, III of that Committee. The Notes to 1987 Amendments were prepared by Mitchell M. Purvis, Chairman, and member William S. Jacobs of that Committee. Mitchell M. Purvis, Chairman of that Committee, prepared the Notes to 1988 Amendments. The comments in Chapter 3 of Title 14 were not amended to reflect 1989 amendments to this chapter. The 1989 amendments largely conformed procedures for nonprofit corporations to those for business corporations. In large part these changes involve changes in cross references to the revised Georgia Business Corporation Code that became effective July 1, 1989. As a result, references to Chapter 2 in the comments may be outdated, and readers should refer to the sections of Chapter 2 contained in the statute, where they differ from the references contained in the comments. The comments in Chapter 3 of Title 14 were prepared by Patricia T. Morgan, Reporter to the Georgia Nonprofit Corporation Code Revision Committee (the ‘‘Committee’’), an ad hoc committee of the Fiduciary and Corporate and Banking Law Sections of the State Bar of Georgia. The comments were reviewed by the Committee, which was chaired by George H. Lanier. RESEARCH REFERENCES Am. Jur. 2d. - 6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 18 Am. Jur. 2d, Corporations, § 33 et seq. C.J.S. - 7 C.J.S., Associations, §§ 2-5. ALR. - Determination of property rights between local church and parent church body: modern view, 52 ALR3d 324.
Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 ALR4th 1206.
ARTICLE 1 GENERAL PROVISIONS
Cross references. - Incorporation of condominium associations, § 44-3-100 et
seq. Electric membership corporations, § 46-3-170 et seq. Rural telephone coop-
eratives, § 46-5-60 et seq. Monitoring of activities of nonprofit contractors who contract with state, § 50-20-1 et seq. RESEARCH REFERENCES Am. Jur. Proof of Facts. - Liability of Nonprofit Corporation for Engaging in
For-Profit Business Activities, 46 POF3d 431.
PART 1 SHORT TITLE; LEGISLATIVE POWER