O.C.G.A. § 14-4-81 (2019)
Revival of expired charter
(a) In all cases where a charter of any corporation incorporated by an Act of the General Assembly or by a certificate of the Secretary of State has expired and such corporation has continued in business in ignorance of such expiration, such charter may be revived in the same manner as original charters are procured from the Secretary of State at any time within ten years from the date of expiration, provided that a majority of the stockholders of the corporation at a regular or special meeting, notice of the purpose of the meeting having been given to the stockholders, shall have adopted a resolution asking for such revival and stating that all the stockholders shall be bound by the resolution.
(b) Upon the issuance by the Secretary of State of a certificate reviving the corporation, all the property and other rights of the corporation shall continue in the corporation as so revived and the acts of such corporation in the period between the date of expiration and date of revival shall be thereby confirmed and held as the acts of the original corporation so revived. The corporation shall continue from the date of issuance of the certificate by the Secretary of State for the full period allowed by law for such corporations.
History
(Ga. L. 1912, p. 107, § 1; Ga. L. 1914, p. 96, § 2; Ga. L. 1933, p. 124, § 1; Code 1933, §§ 22-601, 22-602; Code 1933, §§ 22-4304, 22-4305, 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 Ga. L. 1912, p. 107, Ga. L. 1914, p. 96, and former Code 1933, §§ 22-601 and 22-602, are included in the annotations for this Code section. Corporation is not entirely extinct by expiration of 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, § 22-601). A corporation whose charter has expired is not a perfect legal entity so as to be classed as a corporation de jure, but
may be considered as a corporation de facto. Huey v. National Bank, 177 Ga. 64, 169 S.E. 491 (1933) (decided under Ga. L. 1912, p. 107; Ga. L. 1914, p. 96). A corporation is not deprived of all semblance of legality merely by the expiration of its charter; but the charter may under certain conditions be revived at any time within ten years, and if it is so revived all of the property and other rights of such corporation shall continue as corporate assets and all that the corporation may have done in the meantime shall be held as the acts and doings of the original corporation so revived. Huey v. National Bank, 177 Ga. 64, 169 S.E. 491 (1933) (decided under Ga. L. 1912, p. 107; Ga. L. 1914, p. 96).
RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2478 et seq.
CORPORATIONS & PARTNERSHIPS
ARTICLE 6 AMENDMENT OF CHARTER
Law reviews. - For article, ‘‘An Introduction to the New Georgia Corporation Law,’’ see 4 Ga. St. B. J. 419 (1968).