reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1404.1 - Publication of notice of intent to dissolve

(a)
Together with the notice of intent to dissolve provided for in Code Section
14-3-1404
, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section.
(b)
No later than the next business day after filing the notice of intent to dissolve provided for in Code Section
14-3-1404
, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:
"NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION
Notice is given that a notice of intent to dissolve __________________ (name of corporation), a Georgia nonprofit corporation with its registered office at __________________ (address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code."
The notice may also include the information specified in Code Section
14-3-1408
. The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1405 - Revocation of dissolution proceedings

(a)
A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.
(b)
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.
(c)
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
.
(d)
Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.
(e)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1406 - Effect of notice of intent to dissolve

A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1)
Collecting its assets;
(2)
Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution;
(3)
Discharging or making provision for discharging its liabilities;
(4)
Distributing its remaining property in accordance with the plan of dissolution; and
(5)
Doing every other act necessary to wind up and liquidate its business and affairs.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1407 - Disposition of known claims against corporation

(a)
A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section.
(b)
The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must:
(1)
Describe information that must be included in a claim;
(2)
Provide a mailing address where a claim may be sent;
(3)
State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim;
(4)
State that the claim will be barred if not received by the deadline; and
(5)
State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.
(c)
A claim against a corporation in dissolution is barred:
(1)
If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or
(2)
If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.
(d)
For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1408 - Request for presentation of claims; enforcement of claims; when claims barred

(a)
A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section
14-3-1404.1
a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.
(b)
The request must:
(1)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(2)
State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice.
(c)
If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice except:
(1)
Claims that are contingent at the time of the filing of the notice of intent to dissolve; and
(2)
Claims that arise after the filing of the notice of intent to dissolve.
(d)
If a corporation in dissolution publishes a newspaper notice containing the information specified in subsection (b) of this Code section, a claim against the corporation not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its members, officers, directors, and distributees unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later.
(e)
Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section:
(1)
Against the corporation, to the extent of its undistributed assets; or
(2)
If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of such distributee's pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him or her.
Amended by 2004 Ga. Laws 533, § 57, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1409 - Articles of dissolution

(a)
If a notice of intent to dissolve under Code Section
14-3-1404
has not been revoked, and for charitable corporations after providing the Attorney General 30 days' notice in accordance with subsection (c) of Code Section
14-3-1403
, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
(1)
The name of the corporation;
(2)
The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked;
(3)
A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor;
(4)
A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section
14-3-1440
;
(5)
A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action; and
(6)
A statement that, if required, it notified the Attorney General of its intent to dissolve and has given the Attorney General time to respond in accordance with subsection (c) of Code Section
14-3-1403
.
(b)
Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the members, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name.
(c)
Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2010 Ga. Laws 621,§ 2, eff. 7/1/2010.
Amended by 2001 Ga. Laws 249, § 4, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1409.1 - [Renumbered] Claims pending prior to dissolution of a corporation

Renumbered as §
14-3-1410
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2010 Ga. Laws 624,§ 14, eff. 6/3/2010.
Added by 2004 Ga. Laws 533, § 58, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1410 - Claims pending prior to dissolution of a corporation

The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections
14-3-1430
and
14-3-1433
, shall not take away or impair any remedy available to such corporation or its directors, officers, or members for any right or claim existing prior to such dissolution if an action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.
Renumbered from §
14-3-1409.1
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2010 Ga. Laws 624,§ 14, eff. 6/3/2010.
Added by 2004 Ga. Laws 533, § 58, eff. 7/1/2004.
Renumbered as §
14-3-1411
by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-3-1401 — 14-3-1411) › Section 14-3-1411 - Revival of corporation after dissolution by expiration of period of duration

(a)
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.
(b)
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, the corporation's creditors, or the public.
(c)
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.
Renumbered from §
14-3-1410
and amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 14-3-1420 — 14-3-1423) › Section 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 this chapter 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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 14-3-1420 — 14-3-1423) › Section 14-3-1421 - Procedure for and effect of administrative dissolution

(a)
If the Secretary of State determines that one or more grounds exist under Code Section
14-3-1420
for dissolving a corporation, the Secretary of State shall provide the corporation with written notice of the Secretary's 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.
(b)
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.
(c)
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
14-3-1406
. Winding up the business of a corporation that has been 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
14-3-1407
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
14-3-1408
for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections
14-3-1407
and
14-3-1408
, respectively.
(d)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 14-3-1420 — 14-3-1423) › Section 14-3-1422 - Reinstatement following administrative dissolution

(a)
A corporation administratively dissolved under Code Section
14-3-1421
may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:
(1)
Recite the name of the corporation and the effective date of its administrative dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3)
Either be executed by the registered agent or an officer 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 member, or an heir, successor, or assign of a person who was an officer, director, or member, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;
(4)
Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and
(5)
Be accompanied by the fee required for the application for reinstatement contained in Code Section
14-3-122
.
(b)
The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section
14-3-1421
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.
(c)
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 deliver a copy to the corporation under Code Section
14-3-125
.
(d)
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.
(e)
This Code section shall apply to all corporations administratively dissolved under Code Section
14-3-1421
or any similar former statute, regardless of the date of dissolution.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2011 Ga. Laws 105,§ 4, eff. 7/1/2011.
Amended by 2008 Ga. Laws 452,§ 9, eff. 5/6/2008.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 14-3-1420 — 14-3-1423) › Section 14-3-1423 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall deliver to the corporation under Code Section
14-3-125
a written notice that explains the reason or reasons for denial.
(b)
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.
(c)
The court's final decision may be appealed as in other civil proceedings.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 3 - JUDICIAL DISSOLUTION (§§ 14-3-1430 — 14-3-1433) › Section 14-3-1430 - Grounds for judicial dissolution

The superior court may dissolve a corporation:
(1)
In a proceeding by the Attorney General if it is established that:
(A)
The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section
14-3-1422
through fraud; or
(B)
The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law;
(2)
In a proceeding by 50 members or members holding at least 5 percent of the voting power, whichever is less, if it is established that:
(A)
The directors are deadlocked in the management of the corporate affairs, the members 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 members generally, because of the deadlock;
(B)
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;
(C)
The members 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
(D)
The corporate assets are being misapplied or wasted;
(3)
In a proceeding by a creditor if it is established that:
(A)
The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or
(B)
The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 3 - JUDICIAL DISSOLUTION (§§ 14-3-1430 — 14-3-1433) › Section 14-3-1431 - Procedure for judicial dissolution

(a)
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
14-3-1430
lies in the county where a corporation's registered office is or was last located.
(b)
It is not necessary to make members or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 3 - JUDICIAL DISSOLUTION (§§ 14-3-1430 — 14-3-1433) › Section 14-3-1432 - Authority to appoint receiver or custodian; powers and duties of receiver or custodian

(a)
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.
(b)
The court may appoint an individual or a domestic corporation 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.
(c)
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:
(1)
The receiver:
(A)
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
(B)
May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; or
(2)
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 members and creditors.
(d)
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 members, and its creditors.
(e)
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 the receiver's attorney from the assets of the corporation or proceeds from the sale of the assets.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 3 - JUDICIAL DISSOLUTION (§§ 14-3-1430 — 14-3-1433) › Section 14-3-1433 - Decree of dissolution

(a)
If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section
14-3-1430
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.
(b)
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
14-3-1406
. 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
14-3-1407
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
14-3-1408
for publication. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections
14-3-1407
and
14-3-1408
respectively.
(c)
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 or provided for, whether to its members or, for charitable corporations, to another entity described under subsection (a) of Code Section
14-3-1302
, or such assets have been deposited with the Office of the State Treasurer as provided in Code Section
14-3-1440
, 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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2010 Ga. Laws 621,§ 2, eff. 7/1/2010.
Amended by 2001 Ga. Laws 249, § 5, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 14 - DISSOLUTION (§§ 14-3-1401 — 14-3-1440) › Part 4 - ASSETS OF DISSOLVED CORPORATION (§ 14-3-1440) › Section 14-3-1440 - Deposit of assets with Office of the State Treasurer

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.
Amended by 2010 Ga. Laws 621,§ 2, eff. 7/1/2010.
Amended by 2001 Ga. Laws 249, § 6, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1501 - Certificate of authority to transact business required

(a)
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(b)
The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:
(1)
Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
(2)
Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
(3)
Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(5)
Effecting sales through independent contractors;
(6)
Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;
(7)
Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;
(8)
Securing or collecting debts or enforcing any rights in property securing the same;
(9)
Owning, without more, real or personal property;
(10)
Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;
(11)
Effecting transactions in interstate or foreign commerce;
(12)
Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state;
(13)
Owning directly or indirectly an interest in or controlling directly or indirectly another entity organized under the laws of or transacting business within this state; or
(14)
Serving as a manager of a limited liability company organized under the laws of or transacting business within this state.
(c)
The list of activities in subsection (b) of this Code section is not exhaustive.
(d)
This chapter shall not be deemed to establish a standard for activities which either may or may not subject a foreign corporation to taxation, service of process, registration relating to charitable solicitations under Code Section
43-17-5
, or regulation under any laws of this state.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 59, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1502 - Transacting business without certificate of authority

(a)
A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b)
The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state unless before the commencement of the proceeding the foreign corporation or its successor obtains a certificate of authority.
(c)
Notwithstanding subsections (a) and (b) of this Code section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1503 - Application for certificate of authority

(a)
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:
(1)
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
14-3-1506
;
(2)
The name of the state or country under whose law it is incorporated;
(3)
Its date of incorporation;
(4)
The mailing address of its principal office;
(5)
The address of its registered office in this state and the name of its registered agent at that office; and
(6)
The names and respective business addresses of its chief executive officer, chief financial officer, and secretary.
(b)
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.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 564, § 14, eff. 5/13/2004.
Amended by 2002 Ga. Laws 872,§ 10, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1504 - Amended certificate of authority

(a)
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:
(1)
Its corporate name;
(2)
The period of its duration; or
(3)
The state or country of its incorporation.
(b)
If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership or a foreign limited liability company:
(1)
Such 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 required to be submitted by such type of foreign limited partnership or foreign limited liability company initially applying for a certificate of authority to transact business in this state; and
(2)
If such notice is timely given and such foreign corporation, foreign limited partnership, or foreign limited liability company is required to obtain a certificate of authority to transact business in this state:
(A)
The authorization of such converted foreign corporation to transact business in this state shall continue without interruption; and
(B)
The certificate of authority issued to such converted foreign corporation under this article shall constitute an amended certificate of authority that otherwise would be issued under the laws of this state to such type of foreign limited partnership or foreign limited liability company.
(c)
The requirements of Code Section
14-3-1503
for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1505 - Effect of certificate of authority

(a)
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.
(b)
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.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1507 - Registered office and registered agent of foreign corporation

Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent, who may be:
(A)
An individual who resides in this state and whose business office is identical with the registered office;
(B)
A domestic corporation, domestic business corporation, or domestic limited liability company whose business office is identical with the registered office; or
(C)
A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.
Amended by 2016 Ga. Laws 364,§ 3-4, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1508 - Change of registered office or registered agent of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:
(1)
Its name;
(2)
The street address of its current registered office;
(3)
If the current registered office is to be changed, the street address of its new registered office;
(4)
The name of its current registered agent; and
(5)
That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b)
If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.
Amended by 2004 Ga. Laws 533, §§ 66, 68, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1509 - Resignation of registered agent of foreign corporation

(a)
The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b)
On or before the date of filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, or secretary of the corporation, as named, and at the address as shown in the annual registration or in the articles of incorporation if no annual registration has been filed.
(c)
The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.
Amended by 2024 Ga. Laws 701,§ 6, eff. 7/1/2024.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 60, eff. 7/1/2004.