reglab/housing_qa huggingface dataset:
GA Code § 14-2-1420 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-2-1420. Grounds for Administrative Dissolution

 The Secretary of State may commence a proceeding under Code Section 14-2-1421 to dissolve a corporation administratively if:    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;   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;   The corporation is without a registered agent or registered office in this state for 60 days or more;   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;   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; or   Any notice which is required to be published by Code Section 14-2-201.1, 14-2-1006.1, 14-2-1105.1, or 14-2-1403.1 has not been published.     (Code 1981, §14-2-1420, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 65; Ga. L. 1993, p. 1231, § 22.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2350 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 945, 946, 947.
GA Code § 14-2-1421 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-2-1421. Procedure for and Effect of Administrative Dissolution

  If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent.   If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate.   A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-2-1405.Winding up the business of a corporation administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-2-1406 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-2-1407 for publication in accordance with subsection (b) of Code Section 14-2-1403.1. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-2-1406 and 14-2-1407, respectively.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.     (Code 1981, §14-2-1421, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 24.)
GA Code § 14-2-1423 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-2-1423. Appeal From Denial of Reinstatement

  If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-2-504 with a written notice that explains the reason or reasons for denial.   The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.   The court's final decision may be appealed as in other civil proceedings.     (Code 1981, §14-2-1423, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1430 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-2-1430. Grounds for Judicial Dissolution

 The superior court may dissolve a corporation:    In a proceeding by the Attorney General if it is established that:   The corporation obtained its articles of incorporation through fraud; or   The corporation has continued to exceed or abuse the authority conferred upon it by law;     In a proceeding by a shareholder if it is established that:   The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;   The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation, and the proceeding is initiated by the holders of at least 20 percent or more of all outstanding shares of a corporation;   The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or   The corporate assets are being misapplied or wasted;     In a proceeding by a creditor if it is established that:   The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or   The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or     In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;  provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.      (Code 1981, §14-2-1430, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 66.)   Law reviews.   - For article, "The Development of the Shareholder's Direct Action Damage Remedy," see 28 Ga. St. B. J. 195 (1992). For article, "Business Associations," see 53 Mercer L. Rev. 109 (2001).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2350 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 916, 931, 932, 937, 938, 945, 946, 947.   ALR.   - Dissolution of corporation on ground of intracorporate deadlock or dissension, 83 A.L.R.3d 458.
GA Code § 14-2-1431 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-2-1431. Procedure for Judicial Dissolution

  Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-2-1430 lies in the county where a corporation's registered office is or was last located.   It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.   A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.     (Code 1981, §14-2-1431, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2361 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 938 et seq.   ALR.   - Construction and application of limited liability company acts - issues relating to dissolution and winding up of affairs of limited liability company, 49 A.L.R.6th 1.
GA Code § 14-2-1432 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-2-1432. Receivership or Custodianship

  A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.   The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:   The receiver:   May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and   May sue and defend in his own name as receiver of the corporation in all courts of this state; or     The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.     The court during a receivership may redesignate the receiver a custodian and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.   The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his attorney from the assets of the corporation or proceeds from the sale of the assets.     (Code 1981, §14-2-1432, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "2014 Georgia Corporation and Business Organization Case Law Developments," see 20 Ga. St. B. J. 26 (April 2015).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2294 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 961 et seq.   ALR.   - Liability of corporate custodian for negligence in dealing with affairs or assets of corporation, 74 A.L.R.4th 770.
GA Code § 14-2-1433 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-2-1433. Decree of Dissolution

  If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.   After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-2-1405. Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-2-1406 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-2-1407 for publication in accordance with subsection (b) of Code Section 14-2-1403.1. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-2-1406 and 14-2-1407, respectively.   When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its shareholders or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.     (Code 1981, §14-2-1433, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 25; Ga. L. 2001, p. 796, § 2; Ga. L. 2010, p. 863, § 2/SB 296.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2350 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 944.
GA Code § 14-2-1503 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 15 - Foreign Corporations|Part 1 - Certificate of Authority|§ 14-2-1503. Application for Certificate of Authority

  A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:   The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-2-1506;   The name of the state or country under whose law it is incorporated;   Its date of incorporation;   The mailing address of its principal office;   The address of its registered office in this state and the name of its registered agent at that office; and   The names and respective business addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.     The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.     (Code 1981, §14-2-1503, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2002, p. 989, § 6.)   Law reviews.   - For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service therein, see 21 Mercer L. Rev. 457 (1970).   RESEARCH REFERENCES   Am. Jur. 2d.   - 36 Am. Jur. 2d, Foreign Corporations, § 220 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 986, 988.   ALR.    - Mode of proving authority of foreign corporation to do business within state, 2 A.L.R. 1235.
GA Code § 14-2-1504 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 15 - Foreign Corporations|Part 1 - Certificate of Authority|§ 14-2-1504. Amended Certificate of Authority; Conversion of Foreign Corporation Into Foreign Limited Liability Company or Foreign Limited Partnership

  A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:   Its corporate name;   The period of its duration; or   The state or country of its incorporation.     The requirements of Code Section 14-2-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.   If a foreign corporation authorized to transact business in this state converts into a foreign limited liability company:   The foreign corporation shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.        If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership:   The foreign corporation shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and   If such notice is timely given:   The authorization of such entity to transact business in this state shall continue without interruption; and   The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.  The Secretary of State shall adjust its records accordingly.          (Code 1981, §14-2-1504, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 18/SB 469.)   Law reviews.   - For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007).
GA Code § 14-2-1505 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 15 - Foreign Corporations|Part 1 - Certificate of Authority|§ 14-2-1505. Effect of Certificate of Authority

  A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.   A foreign corporation with a valid certificate of authority has the same but no greater rights under this chapter and has the same but no greater privileges under this chapter as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.   This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.     (Code 1981, §14-2-1505, enacted by Ga. L. 1988, p. 1070, § 1.)   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-1402 and former Code Section 14-2-311, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.   RESEARCH REFERENCES   Am. Jur. 2d.   - 36 Am. Jur. 2d, Foreign Corporations, § 220 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 981, 988, 991.   ALR.    - Applicability to foreign corporations of statute precluding defense of want of legal organization, 73 A.L.R. 1202.    Payment of fees or taxes imposed as condition of foreign corporation doing business within state as exempting it from other taxes, 82 A.L.R. 1437.    State excise, privilege, or franchise tax upon foreign corporation as affected by commerce clause, 105 A.L.R. 11; 139 A.L.R. 950.    Rescission or annulment of forfeiture of license of foreign corporation to do business in the state as affecting previous contracts or transactions of corporation, 172 A.L.R. 493.   Eligibility of foreign corporation to appointment as trustee of inter vivos trust, 82 A.L.R.2d 946.
GA Code § 14-2-1507 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 15 - Foreign Corporations|Part 1 - Certificate of Authority|§ 14-2-1507. Registered Office and Registered Agent of Foreign Corporation

 Each foreign corporation authorized to transact business in this state must continuously maintain in this state:    A registered office that may be the same as any of its places of business; and   A registered agent, who may be:   An individual who resides in this state and whose business office is identical with the registered office;   A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or   A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.       (Code 1981, §14-2-1507, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2016, p. 225, § 3-2/SB 128.)    The 2016 amendment,  effective July 1, 2016, substituted "corporation, nonprofit domestic corporation, or domestic limited liability company" for "corporation or nonprofit domestic corporation" in subparagraph (2)(B); and substituted "corporation, foreign or nonprofit corporation, or foreign limited liability company" for "corporation or foreign or nonprofit corporation" in subparagraph (2)(C).   Law reviews.   - For note advocating the adoption of a statute incorporating the doctrine of forum non conveniens, see 7 Ga. L. Rev. 744 (1973).   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, an opinion under former Code Section 14-2-317, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.   Requirements of RICO Act.    - The Georgia Racketeer Influenced and Corrupt Organizations Act, O.C.G.A. § 16-14-1 et seq., requires foreign alien corporations to comply with registration requirements when they desire to acquire or maintain of record any real property in this state. 1982 Op. Att'y Gen. No. 82-89 (decided under former § 14-2-317).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am Jur 2d Corporations § 762 et seq. 36 Am. Jur. 2d, Foreign Corporations, § 216 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 987.   ALR.    - Cessation by foreign corporation of business within state as affecting designation of agent for service of process, 45 A.L.R. 1447.   Jurisdiction of action involving dividends of foreign corporation, 72 A.L.R.2d 1211.