Judicial and Administrative Dissolution; Reservation of Name

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Events of Dissociation, Withdrawal, and Dissolution
  6. Judicial and Administrative Dissolution; Reservation of Name

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  1. On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or a written operating agreement. A certified copy of any such decree shall be delivered to the Secretary of State, who shall file it.
    1. The Secretary of State may commence a proceeding under this subsection to dissolve a limited liability company administratively if:
      1. The limited liability company does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;
      2. The limited liability company is without a registered agent or registered office in this state for 60 days or more;
      3. The limited liability company does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
      4. The limited liability company pays a fee as required to be collected by the Secretary of State by a check or some other form of payment which is dishonored and the limited liability company or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.
    2. If the Secretary of State determines that one or more grounds exist under this subsection for dissolving a limited liability company, he or she shall provide the limited liability company with written notice of his or her determination by mailing a copy of the notice, first-class mail, to the limited liability company at the last known address of its principal office or to the registered agent. If the limited liability company 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 limited liability company, the Secretary of State shall administratively dissolve the limited liability company 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 limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs. Winding up the business of a limited liability company administratively dissolved may include, without limitation, the limited liability company proceeding, at any time after the effective date of the administrative dissolution, in accordance with Code Sections 14-11-607 and 14-11-608. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
    4. A limited liability company administratively dissolved under this Code section may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:
      1. Recite the name of the limited liability company and the effective date of its administrative dissolution;
      2. State that the ground or grounds for dissolution either did not exist or have been eliminated;
      3. Either be executed by the registered agent or a member or manager of the limited liability company, in each case as set forth in the most recent annual registration of the limited liability company filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was a member or manager, or an heir, successor, or assign of a person who was a member or manager, of the limited liability company at the time that the limited liability company was administratively dissolved, stating that such person or decedent was a member or manager of the limited liability company at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;
      4. Contain a statement by the limited liability company reciting that all taxes owed by the limited liability company have been paid; and
      5. Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-11-1101.

        If the Secretary of State determines that the application contains the information required by this paragraph and that the information is correct, he or she 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 limited liability company. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.

    5. If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, he or she shall serve the limited liability company with a written notice that explains the reason or reasons for denial. The limited liability company may appeal the denial of reinstatement to the superior court of the county where the limited liability company's registered office is or was located within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited liability company's application for reinstatement, and the Secretary of State's notice of denial. The court's final decision may be appealed as in other civil proceedings.
    6. The Secretary of State shall reserve the name of a limited liability company administratively dissolved under Code Section 14-2-1421 for such limited liability company's specific use for a period of five years after the effective date of the dissolution or until the limited liability company is reinstated, whichever is sooner.

(Code 1981, §14-11-603, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 34; Ga. L. 2008, p. 253, §§ 12, 13/SB 436; Ga. L. 2011, p. 430, § 7/SB 64.)

Law reviews.

- For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, "2008 Annual Review of Case Law Development," see 14 (No. 6) Ga. St. B. J. 28 (2009). For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).

JUDICIAL DECISIONS

Dissolution proper.

- Given that parties agreed that a limited liability company should be dissolved, it was proper for trial court to conclude that it was not reasonably practicable to carry on the business under O.C.G.A. § 14-11-603 and to dissolve the company. Ervin v. Turner, 291 Ga. App. 719, 662 S.E.2d 721 (2008), cert. denied, 2008 Ga. LEXIS 773, 774, 794 (Ga. 2008).

Receiver appointed.

- After proceedings for dissolution of a limited liability company (LLC) were brought under O.C.G.A. § 14-11-603, the trial court properly appointed a neutral receiver to manage the affairs of the LLC during the pendency of further proceedings. The parties, who each owned half shares in the LLC, could not agree about the management of the LLC and its financial affairs, and even when accountants were hired to conduct an audit of the LLC, a meaningful accounting could not be done because the parties provided conflicting, incomplete, and inconsistent information to the accountants. Ga. Rehab. Ctr., Inc. v. Newnan Hosp., 283 Ga. 335, 658 S.E.2d 737 (2008).

Arbitration.

- The dissolution of a limited liability company (LLC) did not have to be submitted to arbitration under the LLC's operating agreement. None of the events named in the agreement formed the basis for the dissolution; rather, the dissolution proceedings were commenced by one of the LLC's two co-owners under O.C.G.A. § 14-11-603. Ga. Rehab. Ctr., Inc. v. Newnan Hosp., 283 Ga. 335, 658 S.E.2d 737 (2008).

Request by two of a limited liability company's three members for judicial dissolution of the company pursuant to O.C.G.A. § 14-11-603 was not a claim arising out of, in connection with, or relating to the operating agreement or any breach thereof and therefore was not required to be arbitrated under the agreement. The third member's failure to call or attend meetings as provided in the operating agreement was more than a formality and the trial court did not err in dissolving the company. Simmons Family Props., LLLP v. Shelton, 307 Ga. App. 361, 705 S.E.2d 258 (2010).

RESEARCH REFERENCES

ALR.

- Construction and application of limited liability company acts - issues relating to dissolution and winding up of affairs of limited liability company, 49 A.L.R.6th 1.


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