Rule 590-7-23-.02 - Domestic Limited Liability Companies(1)Winding Up.(a) A domestic limited liability company that has been dissolved in accordance with the procedures in the Code may file with the Secretary of State a statement of commencement of winding up.(b) At the time of the filing of a statement of commencement of winding up, the limited liability company must be in compliance with the filing requirements of the Code and all fees or penalties, including annual registration fees, must be paid.(c) The statement of commencement of winding up shall be in the form prescribed by the Code.(d) The statement of commencement of winding up shall be examined for compliance with the Code and accepted or rejected for filing. A certificate shall be issued by the Secretary of State if the statement of commencement of winding up is accepted for filing.(e) Publication regarding known and unknown claims of the dissolved limited liability company as provided for in the Code are the responsibility of the limited liability company.(2)Termination.(a) A dissolved domestic limited liability company may file a certificate of termination with the Secretary of State as allowed by the Code when the statements required to be included in the certificate can be truthfully made.(b) At the time of the filing of certificate of termination, the limited liability company must be in compliance with the filing requirements of the Code and all fees or penalties must be paid, including annual registration fees due the calendar year of termination.(c) The certificate of termination shall be in the form prescribed by the Code.(d) The certificate of termination shall be examined for compliance with the Code and accepted or rejected for filing. A certificate shall be issued by the Secretary of State if the certificate of termination is accepted for filing.(e) The automated database shall be marked to reflect the termination, and the certificate of termination shall be filed with other documents relating to the limited liability company.(3)Administrative Dissolution.(a) The Secretary of State may initiate the administrative dissolution of a domestic limited liability company if he or she finds that grounds for administrative dissolution exist as stated in the Code. Upon complying with the notice provisions and subsequent time period required by law, the Secretary of State may administratively dissolve the limited liability company.(b) The automated database shall be marked to reflect the administrative dissolution, and a certificate of administrative dissolution citing the grounds for administrative dissolution shall be filed with other documents relating to the limited liability company.(c) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.(4)Reinstatement. A domestic limited liability company that has been administratively dissolved may be reinstated pursuant to the Code if an application in compliance with the Code is made within five years after the date of administrative dissolution.Ga. Comp. R. & Regs. R. 590-7-23-.02
O.C.G.A. §§ 14-5-23, 14-11-1105, and 14-11-1106.
Original Rule entitled "Domestic Limited Liability Companies" adopted. F. May 11, 2017; eff. May 31, 2017.