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GA S-Corp received a "Certificate of Administrative Dissolution/Revocation"

from the Sec of State...
GA S-Corp received a "Certificate of Administrative Dissolution/Revocation" from the Sec of State on 9/1/12. The corp had not been actively engaged in business for a few years and, unfortunately, the annual filing had not been kept up to date. The S Corp consequently filed a final return for the 2012 tax year. In finalizing the closing of the s corp, books, minutes, etc., should we file a Notice of Intent to Dissolve with the state, since we were administratively dissolved? I believe we still have to publish a notice in the local newspaper, regardless, is this correct? I certainly don't want to muddy the waters so to speak. In addition, should we have an entry in the minutes that a Dissolution of the Corporation was approved by the shareholders, (only 1), backdated to 12/31/12. Would that be necessary or a good idea? Then should we file an Articles of Dissolution with the SOS? Would that be a good idea for legal finalization of the corp? thank you
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Answered in 30 minutes by:
10/17/2013
Robin D.
Robin D., Senior Tax Advisor 4
Category: Tax
Satisfied Customers: 16,236
Experience: 15years with H & R Block. Divisional leader, Instructor
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Robin D. :

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.

Customer:

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?

Robin D. :

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.

Customer:

Thank you.

Robin D. :

You are most welcome

Robin D. :

Your positive rating is always thanks enough.

Robin D.
Robin D., Senior Tax Advisor 4
Category: Tax
Satisfied Customers: 16,236
Experience: 15years with H & R Block. Divisional leader, Instructor
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