§ 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.

Legislative History

Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.