2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution
Part 1 - Voluntary Dissolution
§ 14-2-1410. Preservation of Remedies of Dissolved Corporations

The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-2-1430 through 14-2-1433, shall not take away or impair any remedy available to such corporation, its directors, officers, or shareholders for any right or claim existing prior to such dissolution if action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.

(Code 1981, §14-2-1410, enacted by Ga. L. 1996, p. 1203, § 9.)

- For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011). For review of 1996 corporation, partnership, and association legislation, see 13 Ga. St. U. L. Rev. 70.

This restores former O.C.G.A. § 14-2-293 (1981), which provided for nonabatement of claims of dissolved corporations.

JUDICIAL DECISIONS

Time for dissolved corporation to sue.

- Trial court erred in denying the seller's motion to dismiss the dissolved corporation's renewal action, as that action was filed more than two years after the dissolved corporation was dissolved and applicable statutory law only gave the dissolved corporation two years from the time of dissolution to file suit, regardless of whether that suit was an original action or was a renewal action filed after the original action had been voluntarily dismissed. Deere & Co. v. JPS Dev., Inc., 264 Ga. App. 672, 592 S.E.2d 175 (2003).

Corporation that had been administratively dissolved under O.C.G.A. § 14-2-1420 when the corporation filed the corporation's suit for property damage failed to file suit within two years as required by O.C.G.A. § 14-2-1410; therefore, the corporation's suit was a nullity. The later reinstatement of the corporation under O.C.G.A. § 14-2-1422 did not validate the lawsuit. GC Quality Lubricants v. Doherty, Duggan, & Rouse Insurors, 304 Ga. App. 767, 697 S.E.2d 871 (2010).

- Trial court erred in denying the defendants' motion to dismiss and in finding that venue was proper in DeKalb County, Georgia, because while it was undisputed that the cause of action arose in DeKalb County, by March 2013, when the plaintiff filed the renewal suit, the defending orthopedic practice had been administratively dissolved and no longer had an office or transacted business there; thus, venue was where the corporation last maintained a registered office prior to dissolution, which was in Fulton County. Ross v. Waters, 332 Ga. App. 623, 774 S.E.2d 195 (2015).

Cited in Clarence L. Martin, P.C. v. Wallace, 248 Ga. App. 284, 546 S.E.2d 55 (2001).

PART 2 ADMINISTRATIVE DISSOLUTION

Cross references.

- Forfeiture of articles of incorporation of financial institutions, § 7-1-92.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1314 and former Code Section 14-2-283, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this part.

Dissolution of corporation does not cancel debt due the corporation. Sachs v. Lee & Sandra Assocs., 153 Ga. App. 823, 266 S.E.2d 573 (1980) (decided under former Code 1933, § 22-1314).

Cited in S. Donald Norton Properties, Inc. v. Triangle Pac., Inc., 253 Ga. 761, 325 S.E.2d 160 (1985).