Title 14, Chapter 2, Section 1409
( 14-2-1409)
(a) A corporation that has been dissolved by the expiration of its
period of duration but which has continued in business
notwithstanding the expiration, may revive its corporate existence
by amending its articles of incorporation at any time during a
period of ten years immediately following the expiration date fixed
by the articles of incorporation, so as to extend its period of
duration. (b) If a corporation whose period of duration has expired has failed
to revive its corporate existence within ten years of the expiration
date fixed by its articles of incorporation as provided in
subsection (a) of this Code section, the corporation may thereafter
revive its corporate existence by amending its articles of
incorporation so as to extend its period of duration at any time
during the period beginning ten years, and ending 20 years,
immediately following the expiration date fixed by its articles of
incorporation and filing with the Secretary of State an affidavit
attested by one or more of its officers or directors, stating as
follows: (1) That the corporation has continued in business,
notwithstanding the expiration of its period of duration, at all
times since the expiration date fixed by its articles of
incorporation; (2) That the corporation has not been disqualified from making distributions for the reasons set out in subsection (c) of Code Section 14-2-640 since such expiration date; and (3) That the revival will not injure the corporation's
shareholders, creditors, or the public. (c) As of the effective date of the amendment of articles of
incorporation pursuant to subsection (a) or (b) of this Code
section, the corporate existence shall be deemed to have continued
without interruption from the former expiration date. If, during
the period between expiration and revival, the name of the
corporation has been assumed, reserved, or registered by any other
person or corporation, the revived corporation shall not engage in
business until it has amended its articles of incorporation to
change its name. |