08 LC 29
3340S
The
House Committee on Judiciary offers the following substitute to HB
1359:
A
BILL TO BE ENTITLED
AN ACT
AN ACT
To
amend Title 14 of the Official Code of Georgia Annotated, relating to
corporations, partnerships, and associations, so as to provide for certain
filing fees for late filing of annual registration, filing of articles of
dissolution or intent to dissolve, or application of withdrawal for a business
corporation, a nonprofit corporation, a foreign limited liability partnership, a
partnership under the "Georgia Revised Uniform Limited Partnership Act," or a
limited liability company; to change provisions relating to reinstatement of a
corporation, nonprofit corporation, or limited liability company after such
entity was administratively dissolved; to provide for related matters; to repeal
conflicting laws; and for other purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Title
14 of the Official Code of Georgia Annotated, relating to corporations,
partnerships, and associations, is amended by revising Code Section 14-2-122,
relating to filing fees and penalties, as follows:
"14-2-122.
The
Secretary of State shall collect the following fees and penalties when the
documents described in this Code section are delivered to him or her for
filing:
|
Document
|
Fee
|
|
(1)
Articles of incorporation
|
$
100.00
|
|
(2)
Application for certificate of authority
|
225.00
|
|
(3)
Annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual
registration
|
40.00
|
|
(4)(5)
Agent´s statement of resignation
|
No
fee
|
|
(5)(6)
Certificate of judicial dissolution
|
No
fee
|
|
(7)
Articles of dissolution or intent to
dissolve
|
No
fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(6)(9)
Application for reservation of a corporate name
|
25.00
|
|
(7)(10)
Civil penalty for a foreign corporation transacting business in this state
without a certificate of authority
|
500.00
|
|
(8)(11)
Statement of change of address of registered agent...$5.00 per corporation but
not less than
|
20.00
|
|
(9)(12)
Application for reinstatement
|
100.00
|
|
(10)(13)
Certificate of conversion
|
95.00
|
|
(11)(14)
Any other document required or permitted to be filed by this
chapter
|
20.00"
|
SECTION
2.
Said
title is further amended by revising subsections (a) and (b) of Code Section
14-2-1422, relating to reinstatement following administrative dissolution, as
follows:
"(a)
A corporation administratively dissolved under Code Section 14-2-1421 may apply
to the Secretary of State for reinstatement
within five
years after the effective date of such
dissolution. The application
must
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)
State that
the name by which the corporation will be known after reinstatement satisfies
the requirements of Code Section 14-2-401
Be accompanied
by a notarized statement, signed by a person who was an officer or duly elected
successor of the corporation at the time that the corporation was
administratively dissolved, stating that such officer 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 an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
(b)
If the
corporation´s name no longer satisfies the requirements of Code Section
14-2-401, the corporation shall, as a condition of reinstatement, include in its
application for reinstatement the adoption of a corporate name that is available
in accordance with Code Section 14-2-401 and that has been reserved pursuant to
Code Section 14-2-402. If the application for reinstatement contains a new
corporate name, the articles of incorporation shall be deemed to have been
amended to change the name of the corporation to the name so
adopted.
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 effective date of the dissolution or until the
corporation is reinstated, whichever is
sooner."
SECTION
3.
Said
title is further amended by revising Code Section 14-3-122, relating to filing
fees for nonprofit corporations, as follows:
"14-3-122.
(a)
The Secretary of State shall collect the following fees when the documents
described in this
subsection
Code
section are delivered for
filing:
|
Document
|
Fee
|
|
(1)
Articles of incorporation
|
$
100.00
|
|
(2)
Application for certificate of authority
|
225.00
|
|
(3)
Annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual
registration
|
40.00
|
|
(4)(5)
Agent´s statement of resignation
|
No
fee
|
|
(5)(6)
Certificate of judicial dissolution
|
No
fee
|
|
(7)
Articles of dissolution or intent to
dissolve
|
No
fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(6)(9)
Application for reservation of a corporate name
|
25.00
|
|
(7)(10)
Statement of change of address of registered agent...$5.00 per corporation but
not less than
|
20.00
|
|
(8)(11)
Application for reinstatement
|
100.00
|
|
(9)(12)
Any other document required or permitted to be filed by this
chapter
|
20.00
|
(b)
Each corporation, domestic or foreign, that fails or refuses to file its annual
report for any year shall not be required to pay any penalty for so failing or
refusing to file its annual report, but such corporation may be subject to
administrative dissolution as provided in Code Section
14-3-1420."
SECTION
4.
Said
title is further amended by revising subsections (a) and (b) of Code Section
14-3-1422, relating to reinstatement following administrative dissolution of a
nonprofit corporation, as follows:
"(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
must
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)
State that
the name by which the corporation will be known after reinstatement satisfies
the requirements of Code Section 14-3-401
Be accompanied
by a notarized statement, signed by a person who was an officer or duly elected
successor of the corporation at the time that the corporation was
administratively dissolved, stating that such officer 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 an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
(b)
If the
corporation´s name no longer satisfies the requirements of Code Section
14-3-401, the corporation shall, as a condition of reinstatement, include in its
application for reinstatement the adoption of a corporate name that is available
in accordance with Code Section 14-3-401 and that has been reserved pursuant to
Code Section 14-3-402. If the application for reinstatement contains a new
corporate name, the articles of incorporation shall be deemed to have been
amended to change the name of the corporation to the name so
adopted.
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 effective date of the dissolution or until the
corporation is reinstated, whichever is
sooner."
SECTION
5
Said
title is further amended by revising Code Section 14-8-57, relating to filing
fees pertaining to foreign limited liability partnerships, as
follows:
"14-8-57.
The
Secretary of State shall collect the following fees and penalties when the
documents described below are delivered to the Secretary of State for filing
pursuant to the chapter:
|
Document
|
Fee
|
|
(1)
Application for certificate of authority to transact business
|
$
200.00
|
|
(2)
Statement of change of registered office or registered agent...$5.00 per foreign
limited liability partnership, but not less than
|
20.00
|
|
(3)
Registered agent´s statement of resignation pursuant to subsection (e) of
Code Section 14-8-46
|
No
fee
|
|
(4)
Annual registration
|
25.00
|
|
(5)
Penalty for late filing of annual
registration
|
40.00
|
|
(6)
Application of withdrawal
|
No
fee
|
|
(5)(7)
Any other document required or permitted to be filed by this
chapter
|
20.00"
|
SECTION
6.
Said
title is further amended by revising Code Section 14-9-1101, relating to fees
under the "Georgia Revised Uniform Limited Partnership Act," as
follows:
"14-9-1101.
The
Secretary of State shall charge and collect for
filing:
|
Document
|
Fee
|
|
(1)
Filing
a
A
certificate of limited partnership
|
$
100.00
|
|
(2)
Filing
a
A
registration of a foreign limited partnership
|
225.00
|
|
(3)
Filing
an
An
annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual
registration
|
40.00
|
|
(4)(5)
Agent´s statement of resignation
|
No
fee
|
|
(6)
Certificate of cancellation
|
No
fee
|
|
(7)
Application of withdrawal
|
No
fee
|
|
(5)(8)
Statement of change of address of registered agent or registered office... $5.00
per limited partnership but not less than
|
20.00
|
|
(6)(9)
Filing of
an
An
amendment to a certificate of limited partnership for the purpose of becoming a
limited liability partnership
|
100.00
|
|
(7)(10)
Certificate of election to become a limited partnership
|
80.00
|
|
(8)(11)
Certificate of conversion
|
95.00
|
|
(9)(12)
Application for reservation of a name
|
25.00
|
|
(10)(13)
Filing
any
Any
other document required or permitted pursuant to this chapter
|
20.00"
|
SECTION
7.
Said
title is further amended by revising paragraph (4) of subsection (b) of Code
Section 14-11-603, relating to judicial and administrative dissolution of
limited liability companies, as follows:
"(4)
A limited liability company administratively dissolved under this Code section
may apply to the Secretary of State for reinstatement
within five
years after the effective date of such
dissolution. The application
must
shall:
(A)
Recite the name of the limited liability company and the effective date of its
administrative dissolution;
(B)
State that the ground or grounds for dissolution either did not exist or have
been eliminated;
(C)
State that
the limited liability company´s name satisfies the requirements of Code
Section 14-11-207
Be accompanied
by a notarized statement, signed by a person who was a manager or member or a
successor in interest of the limited liability company at the time that the
limited liability company was administratively dissolved, stating that such
individual has knowledge of and assents to the application for
reinstatement;
(D)
Contain a statement by the limited liability company reciting that all taxes
owed by the limited liability company have been paid; and
(E)
Be accompanied by an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
If
the Secretary of State determines that the application contains the information
required by this paragraph and that the information is correct, he or she 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
serve a copy on the limited liability company. When the reinstatement is
effective, it relates back to and takes effect as of the effective date of the
administrative
dissolution,
and the limited liability company resumes carrying on its business as if the
administrative dissolution had never occurred."
SECTION
8.
Said
title is further amended by adding a new paragraph to subsection (b) of Code
Section 14-11-603, relating to judicial and administrative dissolution of
limited liability companies, to read as follows:
"(6)
The Secretary of State shall reserve the name of a limited liability company
administratively dissolved under Code Section 14-2-1421 for such limited
liability company´s specific use for a period of five years after the
effective date of the dissolution or until the limited liability company is
reinstated, whichever is
sooner."
SECTION
9.
Said
title is further amended by revising subsection (a) of Code Section 14-11-1101,
relating to filing fees and penalties for limited liability companies, as
follows:
"(a)
The Secretary of State shall collect the following fees when the documents
described below are delivered to the Secretary of State for filing pursuant to
this chapter:
|
Document
|
Fee
|
|
(1)
Articles of organization
|
$
100.00
|
|
(2)
Articles of amendment
|
20.00
|
|
(3)
Articles of merger
|
20.00
|
|
(4)
Certificate of election under Code Section 14-11-212 (together with articles of
organization)
|
95.00
|
|
(5)
Application for certificate of authority to transact business
|
225.00
|
|
(6)
Statement of commencement of winding up
|
20.00
No
Fee
|
|
(7)
Certificate of termination
|
20.00
No
Fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(8)(9)
Articles of correction
|
20.00
|
|
(9)(10)
Application for reservation of a name
|
25.00
|
|
(10)(11)
Statement of change of registered office or registered agent...$5.00 per limited
liability company (foreign or domestic), but not less than
|
20.00
|
|
(11)(12)
Registered agent´s statement of resignation pursuant to subsection (d) of
Code Section 14-11-209 or subsection (d) of Code Section 14-11-703
|
No
fee
|
|
(12)(13)
Certificate of judicial dissolution
|
No
fee
|
|
(13)(14)
Annual registration (foreign or domestic)
|
30.00
|
|
(15)
Penalty for late filing of annual
registration
|
40.00
|
|
(14)(16)
Reinstatement fee
|
100.00
|
|
(15)(17)
Any other document required or permitted to be filed by this
chapter
|
20.00
|
|
(16)(18)
Certificate of conversion
|
95.00"
|
SECTION
10.
All
laws and parts of laws in conflict with this Act are repealed.