Rule 590-7-7-.02 - Domestic Corporations(1)Voluntary Dissolution.(a) Notice of Intent to Dissolve. Each corporation that has commenced business must file a notice of intent to dissolve with the Commissioner. Said notice shall be marked with the time and date of receipt and a copy of said notice shall be returned to the corporation.(b) At the time of the filing of articles of dissolution, the corporation must be in compliance with the filing requirements of the Code and all fees and penalties must be paid.(c) The articles of dissolution shall be in the form prescribed by the Code.(d) A certificate of dissolution shall be issued by the Commissioner if he or she finds the filing to contain the necessary information and documents.(e) The automated database shall be marked to reflect the dissolution, and the certificate and articles of dissolution shall be filed with other documents relating to the corporation.(2)Administrative Dissolution. The Commissioner, as Secretary of State, may initiate administrative dissolution for either profit or nonprofit corporations if he finds that grounds for administrative dissolution exist as stated in the Code. If the Commissioner determines that one or more grounds for administrative dissolution exists, he or she shall notify the corporation of such determination in writing by mailing a copy of the notice, by first class mail, to the corporation at the last known address of its principal office or to its registered agent. If the corporation does not correct each ground for dissolution or does not reasonably demonstrate that each ground does not exist within sixty (60) days after notice is provided, a certificate of administrative dissolution citing the grounds for administrative dissolution will be issued.(3)Reinstatement.(a) A domestic corporation that has been administratively dissolved may be reinstated pursuant to the Code if an application in compliance with the Code is made within five (5) years after the date of administrative dissolution.(b) The application for reinstatement of a domestic profit corporation shall be executed by: 1. 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; or2. 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.(c) The application for reinstatement of a domestic nonprofit corporation shall be executed by: 1. The registered agent or an officer of the nonprofit corporation, in each case as set forth in the most recent annual registration of the nonprofit corporation filed with the Secretary of State; or2. 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 nonprofit corporation at the time that the nonprofit corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the nonprofit corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement.Ga. Comp. R. & Regs. R. 590-7-7-.02
O.C.G.A. §§ 14-2-130, 14-3-130, 14-5-23.
Original Rule entitled "Domestic Corporations" was filed on June 10, 1987; effective July 1, 1987, as specified by the Agency.Amended: ER. 590-7-7-0.25-.02 adopted. F. Jul. 7, 1989; eff. July 3, 1989, the date of adoption to remain in effect for 120 days or until adoption of a permanent Rule superseding said ER., as specified by the Agency.Amended: Permanent Rule adopted. F. Nov. 20, 1989; eff. Dec. 11, 1989, as specified by the Agency.Amended: F. Aug. 7, 1990; eff. Aug. 28, 1990, as specified by the Agency.Amended: F. Jul. 1, 1993; eff. July 21, 1993.Note: Subsequent ER adoptions of Rule filed by Agency; see "Admin. Hist." Amended: F. Nov. 26, 2018; eff. Dec. 16, 2018.