Stockholders Corporate Resolutions Withdrawal In Georgia
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FAQ
Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.
Business owners or entities in Georgia who wish to change their current legal structure or type of entity may need a certificate of conversion. This may include individuals or companies who want to convert from one type of business entity to another, such as from a corporation to a limited liability company.
(b) An officer may be removed at any time with or without cause by: (1) The board of directors; (2) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or (3) Any other officer if authorized by the bylaws or the board of directors.
A corporation that has issued shares and commenced business may dissolve by filing a Notice of Intent to Dissolve pursuant to O.C.G.A. 14-2-1403 and Articles of Dissolution pursuant to O.C.G.A. 14-2-1408. Form CD 410 and CD 412 may be used for this purpose.
If the Commissioner determines that one or more grounds for administrative dissolution exists, he or she shall notify the corporation of such determination in writing by mailing a copy of the notice, by first class mail, to the corporation at the last known address of its principal office or to its registered agent.
A foreign entity that ceases its operations in Georgia should file an "Application for Withdrawal" pursuant to O.C.G.A. §§ 14-2-1520 (profit corporation), 14-3-1520 (nonprofit corporation), 14-8-50 (LLP), 14-9-906 (LP and LLLP), or 14-11-707 (LLC).
Officers of a corporations can be amended by filing Articles of Amendment with the state of formation. Before doing so the board of directors needs to have a meeting and vote on the new officer to replace the old one, and have it reflected in the minutes of that meeting and entered into the bylaws of the corporation.
(3) A limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs.
