2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 15 - Foreign Corporations
Part 3 - Revocation of Certificate of Authority
§ 14-2-1532. Appeal From Revocation

1. A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-2-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
2. The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
3. The court's final decision may be appealed as in other civil proceedings.

(Code 1981, §14-2-1532, enacted by Ga. L. 1988, p. 1070, § 1.)

RESEARCH REFERENCES

ALR.

- Rescission or annulment of forfeiture of license of foreign corporation to do business in the state as affecting previous contracts or transactions of corporation, 172 A.L.R. 493.

PART 4 DOMESTICATION

14-2-1540. Application of chapter to foreign corporations domesticated under prior law.

1. A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the shareholders thereof shall have all the rights, privileges, and immunities, and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the shareholders thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.
2. Whenever the term "foreign corporation authorized to transact business in this state" is used in this chapter, it shall be deemed to include domesticated foreign corporations except where the context or this chapter otherwise requires.

(Code 1981, §14-2-1540, enacted by Ga. L. 1988, p. 1070, § 1.)

Source: Former § 14-2-330. This section has no counterpart in the Model Act.

Subsection (a) is intended to preserve all rights which any foreign corporations and their shareholders may have by virtue of former § 14-2-330, and Ga. Code Ann. 1933, Ch. 22-16, or by virtue of any other laws of this state relating to domesticated foreign corporations. For example, it is intended that the stock of domesticated foreign corporations would continue to be exempt from the intangible property tax as provided in prior Ga. Code Ann. §§ 92-17.2 and 92-162, subject, of course, to future amendments by the legislature. After April 1, 1969, under the former Corporation Code, it was no longer possible for a foreign corporation to become a domesticated foreign corporation. Rather, the alternatives available to a foreign corporation are either to qualify by obtaining a certificate of authority under Section14-2-1503 or to remain unqualified. In general, foreign corporations domesticated under the prior law would be subject to all the provisions of this Code to which qualified foreign corporations are subject. See subsection (b).

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1601, as it existed prior to the enactment of Ga. L. 1968, p. 565, and former Code Section 14-2-330, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

- The domestication statute of 1920, Ga. L. 1920, p. 151, as amended, codified as former Code 1933, § 22-1601 et seq., while conferring upon domesticated foreign corporations "the same powers, privileges, and immunities of similar corporations created under the laws of this state" and subjecting them to "the same obligations, duties, liabilities, and disabilities as if originally created under the laws of this state," did not have the effect of creating such corporation anew as corporations incorporated under the laws of Georgia. Forrester v. Continental Gin Co., 67 Ga. App. 119, 19 S.E.2d 807 (1942) (decided under former Code 1933, § 22-1601).

Foreign corporation domesticated under Georgia law remains foreign corporation, but, by virtue of such domestication, is invested with certain powers, privileges, and immunities that it did not theretofore have. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

- There is no merit in the contention that a cooperative, nonprofit, membership corporation, which has been incorporated in a sister state for the purpose of engaging in rural electrification, and which has been subsequently domesticated in Georgia for the conduct of its corporate purpose here, is not entitled to tax immunity. After being duly domesticated in Georgia such a corporation and its stockholders have the same powers, privileges, and immunities as a similar corporation created under the laws of Georgia, and it, and its stockholders, are subject to the same obligations, duties, liabilities, and disabilities as that of a corporation originally created in Georgia. City of McCaysville v. Tri-State Elec. Coop., 211 Ga. 5, 83 S.E.2d 598 (1954) (decided under former Code 1933, § 22-1601).

- Under Ga. L. 1929, p. 84, Ga. L. 1931, Ex. Sess., p. 76, and Ga. L. 1935, p. 11, providing for the payment by corporations "incorporated under the laws of Georgia" of an occupational tax (corporation net worth tax) based on the "issued capital stock" and for the payment by corporations "incorporated or organized under the laws of any other state," etc., of an occupational tax based on the "capital stock and surplus employed in this state," a foreign corporation incorporated under the laws of another state, though "domesticated" in Georgia, was not subject to payment of such tax on the same basis as a domestic corporation, a corporation "incorporated under the laws of Georgia," but on the basis of a corporation "incorporated or organized under the laws of" another state. Forrester v. Continental Gin Co., 67 Ga. App. 119, 19 S.E.2d 807 (1942) (decided under former Code 1933, § 22-1601).

- The provisions of former Code 1933, § 22-1601, authorizing the domestication of foreign corporation and stating that a domesticated foreign corporation was "subject to the same obligations, duties, liabilities, and disabilities as if originally created under the laws of this state," could not properly be construed as rendering a foreign corporation domesticated under such Act subject to the same tax imposed on a domestic corporation as provided in former Code 1933, § 92-2401 (now §§ 48-13-72,48-13-74 through48-13-76), because the provisions of that statute did not at the time (1932 through 1935) in express terms impose any tax on a domesticated foreign corporation. National Manufacture & Stores Corp. v. Head, 67 Ga. App. 114, 19 S.E.2d 566 (1942) (decided under former Code 1933, § 22-1601).

- A foreign corporation owning or controlling water power in this state, when domesticated under the laws of Georgia, can exercise the right of eminent domain in this state for the purposes mentioned in former Code 1933, § 36-801 (see now O.C.G.A. § 22-3-20). A foreign corporation not so domesticated has no such right. Head v. Rich, 61 Ga. App. 293, 6 S.E.2d 73 (1939), aff'd, 190 Ga. 680, 10 S.E.2d 183 (1940) (decided under former Code 1933, § 22-1601).

- A corporation chartered in another state with the right to own and operate an electric plant and engage in the business of generating, transmitting, and selling electricity for commercial and domestic use, and later domesticated in this state by appropriate proceedings, has the right to condemn the land of others for the purpose of running its lines of wires over the land and using and maintaining poles and appliances thereon in order to distribute electric current to the public from its plant. Perry v. Folkston Power Co., 181 Ga. 527, 183 S.E. 58 (1935) (decided under former Code 1933, § 22-1601).

- A foreign corporation has become fully domesticated by or under the laws of another state, is not liable to attachment as a nonresident of such state, though, of course, it is liable to attachment for any of those causes for which a domestic corporation would be liable to attachment. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

Domesticated corporation is to be regarded as domestic for purposes of suit in the courts of the domesticating state. It is the general rule that a foreign corporation which has become domesticated is a domestic corporation of the adopting state for all suit purposes in the state courts, but that it remains a citizen of the state of its creation for purposes of jurisdiction, removal, and venue in the federal courts. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

- To construe the constitutional exemption of property owned by a Georgia corporation and to deny its application to the same class or species of property when owned by a domesticated foreign corporation, would violate state constitutional requirements which require that protection to person and property be impartial and complete, and that all taxation be uniform upon the same class of subjects within the territorial limits of the authority levying the tax, and would also violate that provision of the Fourteenth Amendment of the Constitution of the United States which declares that no state shall deny to any person within its jurisdiction the equal protection of the laws. Redwine v. Southern Co., 206 Ga. 377, 57 S.E.2d 194 (1950) (decided under former Code 1933, § 22-1601).

Cited in Roberts v. Lipson, 231 Ga. 142, 200 S.E.2d 722 (1973).

RESEARCH REFERENCES

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 342 et seq.

- 19 C.J.S., Corporations, § 971.

- Effect of domestication of foreign corporations, 126 A.L.R. 1503.

ARTICLE 16 RECORDS AND REPORTS

Administrative Rules and Regulations.

- Certification of Documents, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-6.

- For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988).