Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.
(Code 1981, §14-2-1440, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2001, p. 796, § 3; Ga. L. 2010, p. 863, § 2/SB 296.)
Cross references.- Disposition of unclaimed assets upon dissolution of corporation, § 44-12-197.
COMMENT
Source: Model Act, § 14.40. This replaces provisions previously found in § 14-2-292.
Section14-2-1440 is both a deposit and an escheat provision, and follows former § 14-2-292, rather than the Model Act, which was a deposit, but not an escheat provision. After 6 months the money must be paid to Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim is filed. No claim can be made after 6 years.
Cross-References Administrative dissolution, see § 14-2-1420. Claims, see §§ 14-2-1406 &14-2-1407. Judicial dissolution, see § 14-2-1430. Voluntary dissolution, see § 14-2-1405.
OPINIONS OF THE ATTORNEY GENERAL
Editor's notes.
- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 22-1324 and former Code Section 14-2-292, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Department to act pursuant to legal evidence.
- In receiving and disbursing the funds, the state treasurer (now the Department of Administrative Services) always should act pursuant to legal evidence, satisfactory to the treasurer (it), reciting all facts necessary under former Code 1933, § 22-1324 (see now O.C.G.A. § 14-2-1440) to entitle the applicant to deposit with or receive from the treasurer (Department) the sum in question. 1970 Op. Att'y Gen. No. 70-42 (decided under former Code 1933, § 22-1324).
Proper method of disposing of accumulated and undisbursed receivership funds held by the Insurance Commissioner in cases involving creditors or claimants of defunct domestic stock and mutual insurance companies who cannot be located or for whom checks issued for their pro rata portion have been for any reason returned unpaid is to turn such funds over to the Fiscal Division of the Department of Administrative Services (now the Office of State Treasurer), which shall ultimately remit the funds to the Board of Regents of the University System of Georgia; in cases involving all other types of defunct insurance companies, the Insurance Commissioner should petition the superior court that supervised the particular insurance company's dissolution proceedings for leave to deposit the accumulated and undisbursed receivership funds in its registry to be subsequently dealt with by order of the court as it deems advisable. 1975 Op. Att'y Gen. No. 75-83 (decided under former § 14-2-292).
RESEARCH REFERENCES
Am. Jur. 2d.
- 19 Am. Jur. 2d, Corporations, § 2343.
ARTICLE 15 FOREIGN CORPORATIONS
Cross references.
- Applicability of article to international bank agencies doing business in state, § 7-1-712.
Administrative Rules and Regulations.- Corporate Information Center, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-5.
Law reviews.- For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article discussing establishment and transaction of business in Georgia by a foreign corporation, see 27 Mercer L. Rev. 629 (1976). For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988). For article, "Changes in Corporate Practice under Georgia's New Business Corporation Code," see 40 Mercer L. Rev. 655 (1989). For note discussing the interrelationship between the International Banking Act (Title 7, Ch. 1, Art. 5), the provisions of the Financial Institutions Code relating to domestic banking (Title 7, Ch. 1, Art. 2, Parts 1-16), and the Foreign Corporations Article of the Corporation Code in the regulation of international banking in Georgia and comparing Georgia provisions with those of New York and California, see 27 Mercer L. Rev. 827 (1976).
JUDICIAL DECISIONS
Editor's notes.
- In light of the similarity of the statutory provisions, a decision under Art. 14 of former Code 1933, Chapter 22-14 which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this article.
Foreign corporation cannot "fail" to appoint agent unless required to register.
- Unless a foreign corporation is required to register with Secretary of State, pursuant to the provisions of former Chapter 22-14, it cannot "fail" to appoint or maintain an agent in this state so as to trigger service of process provisions of former Code 1933, § 22-1401 (now O.C.G.A. § 14-2-1501). Camp v. Sellers & Co., 158 Ga. App. 646, 281 S.E.2d 621 (1981) (decided under former Code 1933, Chapter 22-14).
OPINIONS OF THE ATTORNEY GENERAL
Editor's notes.
- In light of the similarity of the statutory provisions, an opinion under Art. 14 of former Code 1933, Chapter 22-14 which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this article.
"Qualification to transact business" not enough.- "Qualification to transact business" under former Code 1933, § 22-1401 was not equivalent to qualification for license under Art. 2, Ch. 3, T. 44, therefore, a corporation meeting the licensing requirements of Art. 2, Ch. 3, T. 44 must also qualify to do business under the Corporate Code. 1973 Op. Att'y Gen. No. 73-140 (decided under former Code 1933, Chapter 22-14).
RESEARCH REFERENCES
Am. Jur. 2d.
- 36 Am Jur 2d Foreign Corporations § 1 et seq.
Liability for a Corporation's Failure to File as a Corporation Doing Business in a Foreign Jurisdiction, 60 POF3d 363.
ALR.
- Jurisdiction of action or proceeding involving internal affairs of foreign corporation, 18 A.L.R. 1383; 89 A.L.R. 736; 155 A.L.R. 1231; 72 A.L.R.2d 1211.
Status, citizenship, domicil, residence, or location of national corporations, 88 A.L.R. 873.
Local property of insolvent foreign corporation for which a liquidator or receiver has been appointed in another state as subject to sequestration or seizure under execution or attachment, 98 A.L.R. 351.
Right of foreign corporation upon ceasing to do business in state in respect of money or securities paid or deposited as condition of doing business in state, 116 A.L.R. 965.
Right of foreign corporation to plead statute of limitations, 122 A.L.R. 1194.
Effect of domestication of foreign corporations, 126 A.L.R. 1503.
Foreign corporation's rights in respect to property sold under conditional sale as affected by failure to comply with conditions of doing business in state, 130 A.L.R. 999.
Power to regulate activities of foreign corporation without state as condition of its doing business within, 132 A.L.R. 482.
Statutory requirements respecting issuance of corporate stock as applicable to foreign corporation, 8 A.L.R.2d 1185.
Leasing of real estate by foreign corporation, as lessor or lessee, as doing business within state within statutes prescribing conditions of right to do business, 59 A.L.R.2d 1131.
Validity, under Federal Constitution, of state tax on, or measured by, income of foreign corporation, 67 A.L.R.2d 1322.
Stockholder's right to inspect books and records of foreign corporation, 19 A.L.R.3d 869.
Foreign corporation's leasing of personal property as doing business within statutes prescribing conditions of right to do business, 50 A.L.R.3d 1020.
State regulation of land ownership by alien corporation, 21 A.L.R.4th 1329.
Personal liability of stockholder, officer, or agent for debt of foreign corporation doing business in the state, 27 A.L.R.4th 387.
Construction, application, and operation of state "retaliatory" statutes imposing special taxes or fees on foreign insurers doing business within state, 30 A.L.R.4th 873.
PART 1 CERTIFICATE OF AUTHORITY