Ga. Comp. R. & Regs. R. 590-7-7-.03 - Foreign Corporations

(1) Withdrawal.

(a) Each foreign corporation must file an application for a certificate of withdrawal in order to terminate its authority to transact business in this State. If the foreign corporation is being dissolved in its home jurisdiction, the application shall be accompanied by evidence of the dissolution or termination issued by its home jurisdiction.

(b) At the time of filing of the application for a certificate of withdrawal, the foreign corporation must be in compliance with the filing requirements of the Code and all fees and penalties must be paid, including the annual registration due the calendar year of withdrawal.

(c) A certificate of withdrawal shall be issued by the Commissioner if he or she finds the filing to contain the necessary information and documents.

(d) The automated database shall be marked to reflect the withdrawal, and the certificate and application shall be filed with other documents relating to the foreign corporation.

(2) Revocation. The Commissioner, as Secretary of State, may initiate revocation proceedings for either profit or nonprofit foreign corporations if he or she finds that grounds for revocation exist as stated in the Code. If the Commissioner determines that one or more grounds for revocation exists, he or she shall notify the foreign corporation of such determination in writing by mailing a copy of the notice, by first class mail, to the foreign corporation at the last known address of its principal office or to its registered agent. If the foreign corporation does not correct each ground for revocation or does not reasonably demonstrate that each ground does not exist within sixty (60) days after notice is provided, a certificate of revocation citing the grounds for revocation will be issued.

Notes

Ga. Comp. R. & Regs. R. 590-7-7-.03

O.C.G.A. §§ 14-2-130, 14-3-130, 14-5-23.

1 Original Rule entitled "Foreign Corporations" was filed on June 10, 1987; effective July 1, 1987, as specified by the Agency. Amended: ER. 590-7-7-0.25-.03 adopted. F. Jul. 7, 1989; eff. July 3, 1989, the date of adoption, to remain in effect for 120 days or until adoption of a permanent Rule superseding said ER., as specified by the Agency. Amended: Permanent Rule adopted. F. Nov. 20, 1989; eff. Dec. 11, 1989, as specified by the Agency. Amended: F. Aug. 7, 1990; eff. Aug. 28, 1990, as specified by the Agency. Amended: F. Jul. 1, 1993; eff. July 21, 1993. Note: Subsequent ER adoptions of Rule filed by Agency; see "Admin. Hist." . Amended: F. Nov. 26, 2018; eff. Dec. 16, 2018.