Revival of Corporation After Dissolution by Expiration of Period of Duration

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Dissolution
  6. Voluntary Dissolution
  7. Revival of Corporation After Dissolution by Expiration of Period of Duration

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  1. A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration.
  2. If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows:
    1. That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and
    2. That the revival will not injure the corporation's members, creditors, or the public.
  3. As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date.If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.

(Code 1981, §14-3-1410, enacted by Ga. L. 1991, p. 465, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2478 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 68.

PART 2 ADMINISTRATIVE DISSOLUTION

14-3-1420. Grounds for administrative dissolution.

The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if:

  1. The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution;
  2. The corporation 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;
  3. The corporation is without a registered agent or registered office in this state for 60 days or more;
  4. The corporation 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
  5. The corporation pays a fee as required to be collected by the Secretary of State pursuant to the Code by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.

(Code 1981, §14-3-1420, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1993, p. 1231, § 28.)

Law reviews.

- For article, "The Development of Nonprofit Corporation Law and an Agenda for Reform," see 34 Emory L.J. 617 (1985). For note on 1993 amendment of this Code section, see 10 Ga. St. U. L. Rev. 74 (1993).

COMMENT

Note to 1993 Amendment The 1993 amendment added a new subparagraph (5) which authorizes administrative dissolution if the payment of fees to the Secretary of State is dishonored and not thereafter satisfied within a stated period of time.

JUDICIAL DECISIONS

New association had no authority.

- In a homeowner's suit against a new association, the trial court erred by granting the new association summary judgment under the doctrine of corporate continuity because the mere filing of articles of incorporation by the new association was not enough as there was no transfer of any assets, no vote to incorporate the new association, nor any other act taken by a majority of purported members following the dissolution of the old association to grant the new association any authority. Sager v. Ivy Falls Plantation Homeowners Association, Inc., 339 Ga. App. 111, 793 S.E.2d 455 (2016).

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2478 et seq.

C.J.S.

- 19 C.J.S., Corporations, §§ 945, 946, 947, 948, 949.


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