2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution
Part 1 - Voluntary Dissolution
§ 14-2-1409. Revival of Corporation After Dissolution by Expiration of Period of Duration

1. 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.
2. 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;
   2. That the corporation has not been disqualified from making distributions for the reasons set out in subsection (c) of Code Section 14-2-640 since such expiration date; and
   3. That the revival will not injure the corporation's shareholders, creditors, or the public.
3. 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.

(Code 1981, §14-2-1409, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 64.)

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 22-202, are included in the annotations for this Code section.

- A corporation which dissolved by expiration of its charter prior to April 1, 1969, effective date of former Chapter 2, and which had not been revived within ten years after expiration of its period of duration as provided in former Code 1933, § 22-1326 was not a corporation for purposes of former Code 1933, § 22-907, and could not file reinstated articles of incorporation. 1980 Op. Att'y Gen. No. 80-20 (decided under former Code 1933, § 22-202).

Paragraph (a)(2) of former Code 1933, § 22-202 did not grant perpetual duration to a de facto corporation dissolved by expiration of its charter prior to effective date of former Chapter 2. 1980 Op. Att'y Gen. No. 80-20 (decided under former Code 1933, § 22-202).

§ 22-1326 provided for survival of expired corporation. - Former Code 1933, § 22-1326 made specific provision for survival of corporation whose period of duration had expired. To extent that provisions of former Code 1933, § 22-1326 would provide perpetual duration for such a corporation, the general language of former Code 1933, § 22-202(a)(2) conflicted with specific provisions in former Code 1933, § 22-1326. If there is a conflict between general and specific provisions in one act, the specific provision controls. Thus, to extent that former Code 1933, § 22-202(a)(2) conflicted with former Code 1933, § 22-1326, the latter controlled. 1980 Op. Att'y Gen. No. 80-20 (decided under former Code 1933, § 22-202).

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2478 et seq.

- 19 C.J.S., Corporations, § 948 et seq.

- Reinstatement of repealed, forfeited, expired, or suspended corporate charter as validating interim acts of corporation, 42 A.L.R.4th 392.

Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.