O.C.G.A. § 14-4-161 (2019)
Effect of dissolution upon causes of action; service of process
(a) The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction nor operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it at the time of such dissolution; but all such pending actions may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.
(b) Actions for the enforcement of any demand or cause of action due by a dissolved corporation may to a like extent be instituted and enforced against it in any court having jurisdiction thereof at the time of its dissolution; and service thereon may be perfected either by seizure of the property of such corporation, by any form of legal process, or by serving with process issued upon said actions any person who, as an agent or officer of such corporation, was subject to be served as its officer or agent at the time of such dissolution.
History
(Ga. L. 1918, p. 136, §§ 1, 2; Code 1933, §§ 22-1210, 22-1211; Code 1933, §§ 22-4110, 22-4111, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1982, p. 3, § 14.)
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1210, are included in the annotations for this Code section. A corporation is not entirely extinct because of expiration of its charter. - A company must be treated as a de facto corporation within the period in which the charter may be renewed when the record shows no facts to the effect that a revival of the corporation may not yet be had. West v. Flynn Realty Co., 53 Ga. App. 594, 186 S.E. 753 (1936) (decided under former Code 1933, § 22-1210). Demand or cause of action not extinguished by dissolution of corporation. - If the defendant insurance company were dissolved, its dissolution would not operate to extinguish the demand or cause of action against it in this state, and ‘‘pending suits may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.’’ Manufacturing Lumbermen’s Underwriters v. South Ga. Ry., 57 Ga. App. 699, 196 S.E. 244 (1938) (decided under former Code 1933, § 22-1210). Protection of citizens in collection of claims. - The statute as to the depositing of bonds and retaining them so long as there is a pending claim in the state, and the statute providing for the prosecution of pending suits after the dissolution of a foreign corporation, are a part of the general scheme of the Georgia law to protect Georgia citizens in the collection of
just claims against foreign corporations which are dissolved and which have their principal assets in another state. Manufacturing Lumbermen’s Underwriters v. South Ga. Ry., 57 Ga. App. 699, 196 S.E. 244 (1938) (decided under former Code 1933, § 22-1210). Bonds required of foreign insurance corporations doing business. - The bonds which a foreign insurance corporation doing business in this state is required to deposit with the state treasurer (now director of the Office of Treasury and Fiscal Services) are to prevent a suit against a dissolved corporation from being futile and unavailing; and a suit brought in a local court is a condition precedent to the appropriation of the bonds held by the state treasurer (now director of the Office of Treasury and Fiscal Services) to the payment of a fire loss. Manufacturing Lumbermen’s Underwriters v. South Ga. Ry., 57 Ga. App. 699, 196 S.E. 244 (1938) (decided under former Code 1933, § 22-1210). Citizenship of county of principal office does not cease during dissolution. - Former Code 1933, § 22-1210 (see now O.C.G.A. § 14-4-161) existed for the purposes therein named. There was nothing in it to indicate that during the period of dissolution a corporation ceases for the purpose of suit to be a citizen of that county where its principal office was located. Newman Motors, Inc. v. Arrington, 194 Ga. 569, 22 S.E.2d 163 (1942) (decided under former Code 1933, § 22-1210).
RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2410 et seq. C.J.S. - 19 C.J.S., Corporations, § 954. ALR. - Who is ‘‘managing agent’’ of domestic corporation within statute providing for service of summons or process thereon, 71 ALR2d 178.
Manner of service of process upon foreign corporation which has withdrawn from state, 86 ALR2d 1000. Attorney representing foreign corporation in litigation as its agent for service of process in unconnected actions or proceedings, 9 ALR3d 738.
CORPORATIONS & PARTNERSHIPS
ARTICLE 10 ANNUAL REPORTS AND FEES