Corporations: Re-instate an Organization

Beginning July 1, 2011, the reinstatement application fee will be $250. For more information about this fee change, or to apply for reinstatement click here.

Re-instate an Organization

All About Administrative Dissolutions

Note: Due to an abnormally high number of reinstatement requests at this time, processing for Reinstatement Applications can take up to 30 days from the date in which your Request of Reinstatement Application is received in our office.

Effective July 1, 2008 the following changes were made to reinstating corporate entities according to Senate Bill 436:

Domestic Profit : O.C.G.A. 14-2-1422 Revisions
“(a)A corporation administratively dissolved under Code Section 14-2-1421 may apply to the Secretary of State for reinstatement within five (5) years after the effective date of dissolution.”

“5 (b) The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-2-1421 for such corporation’s specific use for a period of five years after the date of the dissolution or until the corporation is reinstated, whichever is sooner.”

Domestic Non-Profit Corporations: O.C.G.A. 14-3-1422 Revisions
“(a) a corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five (5) years after the effective date of dissolution.”

“5 (b) “The Secretary of State shall reserve the name of corporation administratively dissolved under Code Section 14-3-1421 for such corporation’s specific use for a period of five years after the date of the dissolution or until the corporation is reinstated, whichever is sooner.”

Domestic Limited Liability Companies: O.C.G.A. 14-11-603 revisions
“(4) A limited liability company administratively dissolved under this Code section may apply to the Secretary of State for reinstatement within five(5) years after the effective of such dissolution”

“(6) The Secretary of State shall reserve the name of a limited liability company administratively dissolved under Code Section 14-11-601.1 for such limited liability company’s specific use for a period of five years after the date of the dissolution or until the limited liability company is reinstated, whichever is sooner.”

*** Please note that all foreign entities whose authority has been revoked, must re-qualify to do business here in Georgia. A foreign entity is not eligible for reinstatement.

WHO MAY EXECUTE A REINSTATEMENT APPLICATION?
Prior to submitting your application for reinstatement, please note that effective July1, 2008 the following changes were made to the law with regards to who may execute a Reinstatement Application.

Profit Corporations
(3) Either be executed by:

the registered agent or
an officer,
director,
or shareholder 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 shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement…. O.C.G.A. 14-2-1422 (a)(3)
Non-Profit Corporations
(3) Either be executed by

the registered agent or
an officer,
director,
or shareholder 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 shareholder, or an heir, successor, or assign of a person who was an officer, director, or shareholder, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or shareholder of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement…. O.C.G.A. 14-3-1422 (a)(3)
Limited Liability Company
(C) Either be executed by:

the registered agent or
a member or
manager of the limited liability company,

in each case as set forth in the most recent annual registration of the limited liability company filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was a member or manager, or an heir, successor, or assign of a person who was a member or manager, of the limited liability company at the time that the limited liability company was administratively dissolved, stating that such person or decedent was a member or manager of the limited liability company at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement… O.C.G.A. 14-11-603 (4)(C)

Note: If the filer of the Reinstatement Application is not authorized to execute the filing, then a notarized statement, as required above, must be submitted along with the application. Failure to do so will result in the delay or forfeiture of your filing.

	Request for Reinstatement Application
	What is an Administrative Dissolution?
	Frequently Asked Questions