Revocation of Dissolution Proceedings

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Nonprofit Corporations
5. Dissolution
6. Voluntary Dissolution
7. Revocation of Dissolution Proceedings

1. A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.
2. Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action.
3. After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth:
   1. The name of the corporation;
   2. The date that the revocation of dissolution proceedings was authorized;
   3. If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;
   4. If the corporation's board of directors revoked the dissolution proceedings authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
   5. If member action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-3-1404.
4. Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.
5. When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.

(Code 1981, §14-3-1405, enacted by Ga. L. 1991, p. 465, § 1.)

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