The administrative dissolution of a limited liability company does not terminate the authority of its registered agent

(4) A limited liability company administratively dissolved under this Code section may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (A) Recite the name of the limited liability company and the effective date of its administrative dissolution; (B) State that the ground or grounds for dissolution either did not exist or have been eliminated; (C) Either be executed by the registered agent or a member or manager of the limited liability company, in each case as set forth in the most recent annual registration of the limited liability company filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was a member or manager, or an heir, successor, or assign of a person who was a member or manager, of the limited liability company at the time that the limited liability company was administratively dissolved, stating that such person or decedent was a member or manager of the limited liability company at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement; (D) Contain a statement by the limited liability company reciting that all taxes owed by the limited liability company have been paid; and (E) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-11-1101. If the Secretary of State determines that the application contains the information required by this paragraph and that the information is correct, he or she shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability company. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred. (5) If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, he or she shall serve the limited liability company with a written notice that explains the reason or reasons for denial. The limited liability company may appeal the denial of reinstatement to the superior court of the county where the limited liability company’s registered office is or was located within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State’s certificate of dissolution, the limited liability company’s application for reinstatement, and the Secretary of State’s notice of denial. The court’s final decision may be appealed as in other civil proceedings. (6) The Secretary of State shall reserve the name of a limited liability company administratively dissolved under Code Section 14-2-1421 for such limited liability company’s specific use for a period of five years after the effective date of the dissolution or until the limited liability company is reinstated, whichever is sooner. (Code 1981, § 14-11-603, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1999, p. 405, § 34; Ga. L. 2008, p. 253, §§ 12, 13/SB 436; Ga. L. 2011, p. 430, § 7/SB 64.)