Compilation of Rules and Regulations of the State of Georgia
Department 590 - RULES OF OFFICE OF SECRETARY OF STATE
Chapter 590-7 - COMMISSIONER OF CORPORATIONS
Subject 590-7-23 - LIMITED LIABILITY COMPANIES - TERMINATIONS, DISSOLUTIONS, REVOCATIONS, AND WITHDRAWALS
Rule 590-7-23-.03 - Foreign Limited Liability Companies

Universal Citation: GA Rules and Regs r 590-7-23-.03

Current through Rules and Regulations filed through March 20, 2024

(1) Withdrawal.

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

(b) At the time of the filing of the application for a certificate of withdrawal, the foreign limited liability company 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 Secretary of State 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 of withdrawal and application shall be filed with other documents relating to the foreign limited liability company.

(2) Revocation.

(a) The Secretary of State may commence a proceeding to revoke the certificate of authority to transact business in Georgia granted to a foreign limited liability company pursuant to the grounds and procedures stated in the Code. Upon complying with the notice provisions and subsequent time period required by law, the Secretary of State may administratively revoke the foreign limited liability company's certificate of authority.

(b) The automated database shall be marked to reflect the revocation of the foreign limited liability company's certificate of authority, and a certificate of revocation citing the grounds for revocation shall be filed with other documents relating to the foreign limited liability company.

O.C.G.A. §§ 14-5-23, 14-11-1105, and 14-11-1106.

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