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Hello and thanks for trusting me to help you today. I am a tax adviser with over 15 years of experience.You are correct. According to the GA SOS, Administrative dissolution does not have the same legal effect as a voluntary dissolution. If an entity
desires to dissolve or terminate its existence, it must do so by formally filing the applicable dissolutions documents.
A entity administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs (OCGA 14‐2‐1405,14‐3‐1406, a4‐11‐603). Placing the back dated entry in the minutes would not change the dissolution date. The effective date of the dissolution is the date the articles are received by the Secretary of State unless a post-effective date is specified in the articles.
I would be correct then to mail the Notice of Intent to Dissolve, dated 12/31/12, to the Secretary of State, along with the Articles of Dissolution, with today's date as to the date of filing. I will also submit for publication in the local paper the Notice of Intent to Dissolve. Would that be the appropriate course of action?
Yes. You will follow the same steps of dissolution just as if the state had not taken the action under the nonfiling and issuing the Administrative Dissolution.
You are most welcome
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