GA Code § 14-2-1422 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-2-1422. Reinstatement Following Administrative Dissolution

  A corporation administratively dissolved under Code Section 14-2-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:   Recite the name of the corporation and the effective date of its administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated;   Either be executed by the registered agent or an officer, director, or shareholder of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;   Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and   Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-2-122.     The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-2-1421 for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner.   If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State 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 corporation under Code Section 14-2-504.   When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.   This Code section shall apply to all corporations administratively dissolved under Code Section 14-2-1421 or any similar former statute, regardless of the date of dissolution.     (Code 1981, §14-2-1422, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 975, § 1; Ga. L. 1997, p. 1165, § 11.1; Ga. L. 2008, p. 253, § 7/SB 436; Ga. L. 2011, p. 430, § 2/SB 64.)   Law reviews.   - For annual survey article discussing administrative dissolution issues, see 46 Mercer L. Rev. 71 (1994). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).   OPINIONS OF THE ATTORNEY GENERAL   Applicability of prior law to reinstatement.   - A foreign or domestic business corporation which was dissolved or revoked under the law in effect prior to July 1, 1989, may be reinstated in accordance with the prior law in effect at the time of the revocation or dissolution. 1990 Op. Att'y Gen. No. 90-39.   Penalty for operating without certificate of incorporation.   - For a foreign business corporation which had its certificate of authority revoked under the former corporation code and which sought reinstatement after July 1, 1989, the civil penalty of $500.00 per year or part thereof for operation without a certificate of authority should be assessed for the period of time between revocation and reinstatement, if the foreign corporation continued to transact business in Georgia without a certificate of authority. 1990 Op. Att'y Gen. No. 90-39.   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2478 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 948 et seq.