Georgia Administrative Corporate Dissolution Law


The process of administrative corporate dissolution in Georgia is found at O.C.G.A. §§ 14-2-1420 -1423.

Pursuant to those sections, the Secretary of State may commence a proceeding 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 filing.  However, the dissolution proceedings shall be stayed so long as the corporation is contesting in any appropriate proceeding.
  • The corporation does not deliver its annual registration to the Secretary of State, 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 or that its registered office has been discontinued.

If the Secretary of State determines that one or more grounds exist for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice to the corporation.  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.

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.  The administrative dissolution of a corporation does not terminate the authority of its registered agent.  A corporation administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution.

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 serve a copy on the corporation.  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution.  However, the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation with a written notice that explains the 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.  The court’s final decision may be appealed as in other civil proceedings.