O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-3-1421 (2019)

Procedure for and effect of administrative dissolution

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
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 14-3-1406. Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408, respectively.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

History

(Code 1981, § 14-3-1421, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

JUDICIAL DECISIONS

Applicability. - A condominium resident was properly denied summary judgment, in an action filed by the resident's association for past-due fees and assessments, as the association, despite an administrative dissolution, could legally sue based on a reinstatement of its corporate status, and the case had not been previously settled. Williams v. Martin Lakes Condo. Ass'n, 284 Ga. App. 569, 644 S.E.2d 424 (2007).

Corporation retained title to real property despite administrative dissolution. - Trial court erred by entering a declaratory judgment in favor of a creditor declaring that a church was bound under principles of agency or ratification to the terms of a loan note and security deed a church member executed because there was no evidence that the church authorized the member to enter into a loan transaction on the church's behalf; even though the church was administratively dissolved at the time of the loan transaction, the original church continued the church's corporate existence apart from the nonprofit corporation the church member incorporated, and the original church retained title to the real property described in the security deed given by the nonprofit to the creditor under O.C.G.A. § 14-3-1421(c). Maced. Baptist Church of Atlanta v. LIB Props., 307 Ga. App. 760, 707 S.E.2d 380 (2011).

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, 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, 845 S.E.2d 410 (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.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.