Nonprofit Corporation Administrative Dissolution and Reinstatement in Georgia
At a glance
| Entity and agency | Georgia Nonprofit Corporation Code; Secretary of State dissolves and reinstates domestic nonprofit corporations (§§ 14-3-1420–1422). |
|---|---|
| Report, fee, or tax failure | Annual registration and required fees or penalties over 60 days late; certified license/occupation tax return failure for 1 year; dishonored filing payment uncured 60 days after notice (§ 14-3-1420). |
| Agent and other grounds | No registered agent or office for 60 days; no notice to Secretary of State within 60 days of agent/office change, agent resignation, or office discontinuance (§ 14-3-1420(3)–(4)). |
| Notice and cure | Secretary of State mails written determination by first-class mail to last known principal office or registered agent; 60 days after notice to cure or show ground absent (§ 14-3-1421(a)–(b)). |
| When status changes | After uncured 60-day notice period, Secretary of State signs and files dissolution certificate stating grounds and effective date (§ 14-3-1421(b)). |
| Powers afterward | Corporate existence continues for winding up and liquidation only; registered-agent authority continues (§ 14-3-1421(c)–(d)). |
| Reinstatement window | Administratively dissolved corporation may apply to Secretary of State within 5 years after dissolution; name reserved for that period or until reinstatement (§ 14-3-1422(a)–(b)). |
| Filings, payments, and name | Application states name, dissolution date, ground cured/absent, and taxes paid; authorized signature or notarized assent; $250 statutory application fee; 5-year name reservation (§§ 14-3-122(11), -1422(a)–(b)). |
| Effect and review | Secretary of State files reinstatement certificate; effect relates back to dissolution. Denial notice may be appealed to registered-office county superior court within 30 days after perfected service (§§ 14-3-1422(c)–(d), -1423). |
Requirements one by one
Grounds and two different 60-day clocks
O.C.G.A. § 14-3-1420 allows the Secretary of State to start dissolution proceedings after an annual registration, fees, and penalties remain undelivered for 60 days after the due date. It also covers a state revenue commissioner's certification of an unfiled license or occupation tax return after one year, subject to a stay during a good-faith contest. An absent registered agent or office, or a failure to report a specified agent or office change, has its own 60-day threshold. A dishonored filing payment becomes a ground if it remains unpaid 60 days after the Secretary's nonpayment notice.
Notice and certificate
Under § 14-3-1421(a)–(b), the Secretary mails written notice of the determination by first-class mail to the last known principal-office address or the registered agent. The corporation then has 60 days after notice is provided to correct each ground or reasonably demonstrate that it does not exist. If it does neither, the Secretary signs and files a certificate giving the grounds and effective date.
Powers after dissolution
Section 14-3-1421(c) continues corporate existence for winding up and liquidation. It expressly permits use of the statutory claim-notice procedures during winding up. Section 14-3-1421(d) preserves the registered agent's authority.
Applying for reinstatement
Section 14-3-1422(a) sets a five-year application window measured from the effective dissolution date. The application recites the corporate name and dissolution date, says the grounds were absent or eliminated, and states that corporate taxes have been paid. It needs the signature of the agent or an officer shown on the latest annual registration, or the specified notarized assent from a qualifying former officer, director, or member or successor. The application fee is $250 under § 14-3-122(11). The Secretary reserves the dissolved corporation's name for five years or until reinstatement, whichever occurs first (§ 14-3-1422(b)).
Effect and review
If the application is correct, the Secretary files a reinstatement certificate. When effective, reinstatement relates back to the effective dissolution date (§ 14-3-1422(c)–(d)). Section 14-3-1423 requires a written explanation for denial and allows an appeal to the superior court of the county where the registered office is or was located within 30 days after service of the denial notice is perfected.
What trips people up
The 60 days before an overdue annual registration becomes a dissolution ground is separate from the 60 days after the Secretary provides the dissolution determination notice. For a dishonored payment, the ground itself has a 60-day period measured from the nonpayment notice (§§ 14-3-1420, -1421).
Common questions
Does an administrative dissolution end the corporation immediately for every purpose?
No. It continues as a corporation for winding up and liquidation, and its registered agent retains authority (§ 14-3-1421(c)–(d)).
Can a former director sign the reinstatement application alone?
Section 14-3-1422(a)(3) names the registered agent or an officer on the most recent annual registration as direct signers. A qualifying former director may instead supply the specified notarized statement of knowledge and assent.
Statutes and sources
O.C.G.A. § 14-3-1420
The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if: (1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution; (2) The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due; (3) The corporation is without a registered agent or registered office in this state for 60 days or more; (4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) The corporation pays a fee as required to be collected by the Secretary of State pursuant to this chapter by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.
Source: https://gov.georgia.gov/document/2023-signed-legislation/sb-148/download (accessed 2026-09-28).
O.C.G.A. § 14-3-1421
(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, the Secretary of State shall provide the corporation with written notice of the Secretary's determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406. Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408, respectively. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source: https://gov.georgia.gov/document/2023-signed-legislation/sb-148/download (accessed 2026-09-28).
O.C.G.A. § 14-3-1422
(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (1) Recite the name of the corporation and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; (3) Either be executed by the registered agent or an officer of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or member, or an heir, successor, or assign of a person who was an officer, director, or member, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement; (4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and (5) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-3-122. (b) The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-3-1421 for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner. (c) If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and deliver a copy to the corporation under Code Section 14-3-125. (d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. (e) This Code section shall apply to all corporations administratively dissolved under Code Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.
Source: https://gov.georgia.gov/document/2023-signed-legislation/sb-148/download (accessed 2026-09-28).
O.C.G.A. § 14-3-1423
(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall deliver to the corporation under Code Section 14-3-125 a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court's final decision may be appealed as in other civil proceedings.
Source: https://gov.georgia.gov/document/2023-signed-legislation/sb-148/download (accessed 2026-09-28).
O.C.G.A. § 14-3-122
(11) Application for reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250.00
Source: https://gov.georgia.gov/document/2023-signed-legislation/sb-148/download (accessed 2026-09-28).
Source links
Every statute quoted above, linked, with the date we checked it.
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