O.C.G.A.

O.C.G.A. § 14-3-1421 (2019)

Procedure for and effect of administrative dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

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(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent.

(b) If the corporation does not correct each ground for dissolution 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 shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section

Notes of Decisions

Cited in 5 cases, 2007–2020 · leading case: Sager v. Ivy Falls Plantation Homeowners' Ass'n, 793 S.E.2d 455 (Ga. Ct. App. 2016).

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Sager v. Ivy Falls Plantation Homeowners' Ass'n, 793 S.E.2d 455 (Ga. Ct. App. 2016). · cites it 2× “4 Under OCGA § 14-3-1421 (c), “[a] corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs .”

MacEdonia Baptist Church of Atlanta v. LIB Props., Ltd., 707 S.E.2d 380 (Ga. Ct. App. 2011). · cites it 4× “In fact, the record shows that, even though it was administratively dissolved at the time of the loan transaction, Original MBCA, Inc.”

Williams v. Martin Lakes Condo. Ass'n, Inc., 644 S.E.2d 424 (Ga. Ct. App. 2007). · cites it 2× “” OCGA § 14-3-1421 (c). A corporation that has been administratively dissolved may apply for reinstatement, and this may be done at any time.”

Med. Ctr. of Cent. Georgia, Inc. v. MacOn Health Ctr., Inc., 815 S.E.2d 199 (Ga. Ct. App. 2018). · cites it 2× “" OCGA § 14-3-1421 (c). Therefore, pretermitting whether Center's corporate dissolution constitutes a material breach of the Agreement, Center is barred by law from conducting further business, and thus it is legally prohibited from exercising the Lease Option or continuing to…”

Mitchell Howell v. Lochwolde Homeowners Ass'n, Inc. (Ga. Ct. App. 2020). · cites it 2× “See generally OCGA § 14-3-1421 (c) (“A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs.”

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