TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 14
DISSOLUTION
14-3-1422. Reinstatement following administrative dissolution.
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A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:
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Recite the name of the corporation and the effective date of its administrative dissolution;
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State that the ground or grounds for dissolution either did not exist or have been eliminated;
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Either be executed by the registered agent or an officer, director, or shareholder of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;
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Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and
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Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-3-122.
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The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-2-1421 for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner.
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If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Code Section 14-3-504.
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When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
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This Code section shall apply to all corporations administratively dissolved under Code Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.
(Code 1981, §14-3-1422, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1995, p. 975, § 2; Ga. L. 1997, p. 1165, § 18.1; Ga. L. 2008, p. 253, § 9/SB 436; Ga. L. 2011, p. 430, § 4/SB 64.)
Law reviews.
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For survey article on business associations, see 60 Mercer L. Rev. 35 (2008).
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.
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14-3-1421(c). Maced. Baptist Church of Atlanta v. LIB Props., 307 Ga. App. 760, 707 S.E.2d 380 (2011).
New association had no authority.
- In a homeowner's suit against a new association, the trial court erred by granting the new association summary judgment under the doctrine of corporate continuity because the mere filing of articles of incorporation by the new association was not enough as there was no transfer of any assets, no vote to incorporate the new association, nor any other act taken by a majority of purported members following the dissolution of the old association to grant the new association any authority. Sager v. Ivy Falls Plantation Homeowners Association, Inc., 339 Ga. App. 111, 793 S.E.2d 455 (2016).
