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2018 Georgia Code 14-3-1421 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-1421 Case Law from Google Scholar Amendments to OCGA 14-3-1421

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 14 DISSOLUTION

14-3-1421. Procedure for and effect of administrative dissolution.

  1. 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.
  2. 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.
  3. 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.
  4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.

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

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).

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