Withdrawal of Foreign Corporation From State

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Foreign Corporations
  6. Certificate of Withdrawal
  7. Withdrawal of Foreign Corporation From State

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  1. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-3-1106 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.
  2. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
    1. The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
    2. That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
    3. That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
    4. A mailing address to which a copy of any process served on the Secretary of State under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and
    5. A commitment to notify the Secretary of State in the future of any change in its mailing address.
  3. After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation.Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section.

(Code 1981, §14-3-1520, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 61.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 266 et seq.

ALR.

- Withdrawal of foreign corporation from state as tolling statute of limitations as to action against corporation, 133 A.L.R. 774.

PART 3 REVOCATION OF CERTIFICATE OF AUTHORITY

14-3-1530. Grounds for revocation.

The Secretary of State may commence a proceeding under Code Section 14-3-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

  1. The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;
  2. The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
  3. The foreign corporation is without a registered agent or registered office in this state for 60 days or more;
  4. The foreign corporation does not inform the Secretary of State under Code Section 14-3-1508 or 14-3-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;
  5. An incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
  6. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(Code 1981, §14-3-1530, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 176.

C.J.S.

- 19 C.J.S., Corporations, §§ 1004, 1005.


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