Effect of termination of existence of foreign electric cooperative

(a) When a foreign electric cooperative authorized to transact business in this state is dissolved or its authority or existence is otherwise terminated or canceled in its jurisdiction of incorporation, or when such foreign electric cooperative is merged into or consolidated with another foreign electric cooperative, the foreign electric cooperative or its successor, receiver, or trustee shall deliver for filing with the Secretary of State a certificate of the appropriate official of its jurisdiction of incorporation attesting to the occurrence of any such event or an order or decree of a court of such jurisdiction directing the dissolution of such foreign electric cooperative, the termination of its existence, or the cancellation of its authority, together with a statement of the post office address to which the Secretary of State may mail a copy of any process against the foreign electric cooperative that may be served on him. (b) The filing of such certificate or judgment shall be done in the same manner and shall have the same effect as the filing of an application for withdrawal; and the Secretary of State shall issue a certificate of withdrawal thereon which shall be returned to the foreign electric cooperative or its representative. Upon the issuance of such certificate of withdrawal, the authority of the foreign electric cooperative to transact business in this state shall cease. (c) Upon the issuance of such certificate of withdrawal, the Secretary of State shall be the agent of the foreign electric cooperative upon whom any process, notice, or demand may be served in any action or proceeding based upon any cause of action accruing in this state prior to the issuance of such certificate. Such service and the action thereon shall be the same as provided in this article in other cases where the Secretary of State is agent for service. (d) Before the Secretary of State shall issue a certificate of withdrawal, the foreign electric cooperative shall secure from the state revenue commissioner a certificate that the foreign electric cooperative has met the requirements concerning reports and taxes. (Code 1933, § 34C-1716, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-466. Grounds for revocation of certificate of authority; giving notice of revocation. (a) The certificate of authority of a foreign electric cooperative to transact business in this state may be revoked by the Secretary of State upon the conditions prescribed in this Code section when: 302 Page: 303 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:46 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-467 (1) The foreign electric cooperative has failed to file its annual report to the Secretary of State within the time required by Code Section 46-3-481, or has failed to pay any fees or penalties prescribed by this article when they have become due and payable, or has failed to file its annual license or occupation tax return on or before the day such return becomes due; (2) The foreign electric cooperative has failed to appoint and maintain a registered agent in this state as required by Code Section 46-3-457; (3) The foreign electric cooperative has failed, after change of its registered office or registered agent, to file in the office of the Secretary of State a statement of such change as required by Code Section 46-3-458; (4) The foreign electric cooperative has failed to file in the office of the Secretary of State any articles of merger within the time prescribed by Code Section 46-3-461; (5) The foreign electric cooperative has failed to make application to the Secretary of State for an amended certificate of authority under the circumstances and within the time prescribed by Code Section 46-3-462; or (6) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such foreign electric cooperative pursuant to this article. (b) No certificate of authority of a foreign electric cooperative shall be revoked by the Secretary of State unless: (1) He shall have given the foreign electric cooperative not less than 60 days’ notice thereof by mail addressed to its registered office in this state; and (2) The foreign electric cooperative shall fail prior to revocation to file such annual report, or pay such fees or penalties, or file its annual license or occupation tax return, or file the required statement of change of registered agent or registered office, or file such articles of amendment or articles of merger or make application for such amended certificate of authority, or correct such misrepresentation. (Code 1933, § 34C-1717, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-467. Issuance of certificate of revocation; time of cessation of authority to transact business. (a) Upon revoking any such certificate of authority, the Secretary of State shall: (1) Issue a certificate of revocation in duplicate; (2) File one of such certificates in his office; and 303 Page: 304 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 20:54:47 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-3-467 PUBLIC UTILITIES, ETC. 46-3-468 (3) Mail to such foreign electric cooperative at its registered office in this state or, if the foreign electric cooperative has no such registered office, at its last known address either within or without this state as shown by the records of the Secretary of State, a notice of such revocation accompanied by one of such certificates. (b) Upon issuance of such certificate of revocation, the authority of the foreign electric cooperative to transact business in this state shall cease. (Code 1933, § 34C-1719, enacted by Ga. L. 1981, p. 1587, § 1.) 46-3-468. Application for reinstatement of certificate of authority.