2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 4 - Secretary of State Corporations
Article 9 - Forfeiture and Dissolution
§ 14-4-160. Forfeiture of Charter

Universal Citation: GA Code § 14-4-160 (2021)
  1. A corporation may forfeit its charter:
    1. By failure to file its annual registration with the Secretary of State as required by Code Section 14-4-180 or by failure to file its annual license or occupational tax return on or before the day such return becomes due;
    2. By having procured its charter through fraud; or
    3. By continuing to violate the laws of this state in a manner likely to injure the public or the corporation's shareholders, creditors, or debtors after written notice by the Secretary of State to the corporation at its last known address as shown by the records of the Secretary of State, except that the Secretary of State shall not declare a forfeiture on this ground so long as the corporation is contesting in good faith in any appropriate judicial or administrative proceeding the alleged violation or violations of the laws of this state.
  2. Forfeiture may be declared by the Secretary of State for the reasons stated in this Code section, and such a forfeiture shall have the effect of dissolving the corporation; but before any forfeiture shall be so declared the corporation shall be afforded a hearing by the Secretary of State on not less than 30 days' notice. Such hearing shall be held in the office of the Secretary of State at such reasonable time as he shall designate.
  3. From an adverse decision of the Secretary of State the corporation may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury; and the court shall either sustain the action of the Secretary of State or direct him to take such action as the court may deem proper.

(Code 1933, § 22-4109, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 97; Ga. L. 1989, p. 1027, § 31.)

Cross references.

- Institution by Department of Banking and Finance of quo warranto or other appropriate proceedings to vacate and forfeit articles of incorporation of financial institution, § 7-1-92.

Voluntary dissolution of financial institutions, § 7-1-113 et seq.


Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2377 et seq.


- 18 C.J.S., Corporations, § 37. 19 C.J.S., Corporations, §§ 926, 927, 938, 939, 943.

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