Georgia: Corporation Reinstatement and Revival Requirements

Requirements one by one

Start with the exact administrative-dissolution ground

O.C.G.A. § 14-2-1420 lists six routes: a certified license- or occupation-tax
default, a late annual registration, a missing registered agent or office,
failure to report an agent or office change, a dishonored state payment, or a
missed statutory publication. Section 14-2-1421 gives 60 days after the
Secretary of State's notice to cure or disprove every identified ground before
the certificate of administrative dissolution is filed.

This reinstatement route does not convert a voluntary or judicial dissolution
into an administrative one. The application is available only for a corporation
administratively dissolved under § 14-2-1421 or a similar former statute.

The application has five statutory components

Under § 14-2-1422(a), the application states the corporation's name and
effective dissolution date, confirms that every ground did not exist or has
been eliminated, recites that all corporate taxes are paid, satisfies one of
the execution alternatives, and includes the § 14-2-122 filing fee.

If a late annual registration caused dissolution, eliminating that ground
means delivering the registration with the required fees and penalties. An
agent or registered-office ground likewise must be corrected; the registered
agent's service authority itself survives the administrative dissolution under
§ 14-2-1421(d).

A notarized statement is an alternate signer route

The direct execution route in § 14-2-1422(a)(3) is limited to the registered
agent or an officer, director, or shareholder appearing in the most recent
annual registration filed with the Secretary of State.

If the application does not use that route, it must be accompanied by a
notarized statement from a person who was an officer, director, or shareholder
at dissolution—or that person's heir, successor, or assign. The statement must
confirm the dissolution-time status and the person's knowledge of and assent
to the application.

Reinstatement restores the pre-dissolution timeline

Once the Secretary of State accepts the application, § 14-2-1422(d) makes the
reinstatement relate back to the effective administrative-dissolution date and
lets the corporation resume as though the dissolution had never occurred.

That corporate-status rule does not itself answer whether a separate license,
filing deadline, tax position, lawsuit issue, or contract defense is restored.
Those questions depend on the law governing that separate matter.

What trips people up

• The five-year deadline and name reservation run together. Section
  14-2-1422(b) reserves the dissolved corporation's name until reinstatement or
  five years after dissolution, whichever comes first.
• A generic tax payment is not the whole cure. The application must state
  that all corporate taxes are paid, and every separate dissolution ground
  must also be eliminated or shown never to have existed.
• Not every signer needs notarization. The notarized statement belongs to
  the alternate route; a registered agent or listed officer, director, or
  shareholder may execute the application directly.
• The statutory filing fee is not necessarily the total due. Delinquent
  annual registrations, late penalties, taxes, and filing-service charges are
  separate from the $250 application fee.

Common questions

May the corporation keep doing ordinary business while dissolved? No.
Section 14-2-1421(c) continues the corporate existence but limits activity to
winding up and liquidation until reinstatement.

Can a former shareholder support reinstatement? Yes, through the alternate
route if the person was a shareholder at dissolution and supplies the required
notarized knowledge-and-assent statement. An heir, successor, or assign of a
dissolution-time officer, director, or shareholder may also use that route.

Does the corporation need a new name during the five-year window? The
statute reserves its existing name for its specific use until reinstatement or
the end of that window.

Is reinstatement prospective only? No. Section 14-2-1422(d) expressly makes
it relate back to the effective administrative-dissolution date.

Statutes and sources

• O.C.G.A. § 14-2-1420 — administrative-dissolution grounds and cure items.
  State-authorized public-domain Title 14
  text
  (accessed 2026-08-17).
• O.C.G.A. § 14-2-1421 — notice, 60-day correction period, dissolution
  certificate, wind-up-only activity, and continuing registered-agent authority.
  State-authorized public-domain Title 14
  text
  (accessed 2026-08-17).
• O.C.G.A. § 14-2-1422 — five-year application, required contents, signer
  and notarized-statement alternatives, name reservation, acceptance, and
  relation back. State-authorized public-domain Title 14
  text
  (accessed 2026-08-17).
• O.C.G.A. § 14-2-122 — $250 statutory application-for-reinstatement fee.
  State-authorized public-domain Title 14
  text
  (accessed 2026-08-17).
• Georgia Secretary of State, How to Guide: Reinstate an Entity — confirms
  the current $250 filing fee, separate $10 service charge, five-year window,
  and signer alternatives. Official
  guide
  (accessed 2026-08-17).