Several Georgia cases bear on this issue. Gas Pump, Inc. v. General Cinema Beverages of North Florida, Inc. , 263 Ga. 583, 436 S.E.2d 207 (1993), is the seminal case involving the permissible activities of an administratively-dissolved corporation under Georgia law. The history of that case, originally filed in the United States District Court for the Southern District of Georgia on March 21, 1991, deserves some attention.

In answering the question, the Supreme Court of Georgia noted that § 14-2-1421 provides for the continuing existence of an administratively dissolved corporation and that § 14-2-1422 gives such a corporation two years to seek reinstatement. See Gas Pump, Inc. v. General Cinema Beverages of N. Fla., 263 Ga. 583, 436 S.E.2d 207, 208-09 (1993). Once this two-year period has passed, the corporation's demise is complete — it may no longer initiate any activity, including the bringing of lawsuits.

264 Ga. App. 672, 673-674 ( 592 SE2d 175) (2003). 263 Ga. 583, 584-585 (2) ( 436 SE2d 207) (1993). Id. at 585 (2).

The cases cited by Williams are inapposite because they do not involve a corporation that had been reinstated. Gas Pump, Inc. v. Gen. Cinema Beverages of North Fla., 263 Ga. 583 ( 436 SE2d 207) (1993) (administratively dissolved corporation sued after two-year period for reinstatement had expired); Deere Co. v. JPS Dev., Inc., 264 Ga. App. 672 ( 592 SE2d 175) (2003) (two-year "winding-up" period had run and the corporation had not sought reinstatement). 2.

Crews v. Wahl, 238 Ga. App. 892, 894 (1) ( 520 SE2d 727) (1999). Gas Pump v. General Cinema Beverages c., 263 Ga. 583, 584-585 (2) ( 436 SE2d 207) (1993), is distinguishable in law and fact, because such authority dealt with the administrative dissolution and reinstatement of a business corporation for profit under a different chapter of the Corporate Code and was beyond the two years within which it could be reinstated; here, LMHA is a nonprofit corporation organized under a different chapter of the Corporate Code, which contains no time limit upon reinstatement of an administratively dissolved corporation and where the lawsuit was pending at the time of administrative dissolution. (c) Under Article III § 5 (a) of the Lost Mountain Township subdivision covenants, "the Architectural Control Committee shall be empowered to enjoin or remove any such construction" that violates the subdivision covenants.

JPS argued below and on appeal that OCGA § 14-2-1410 was not a statute of repose but rather a statute of limitation and therefore its claim was not time-barred. This case is controlled by Gas Pump, Inc. v. General Cinema c., 263 Ga. 583 ( 436 S.E.2d 207) (1993). In that case, the Supreme Court of Georgia answered the following certified question from the Court of Appeals for the Eleventh Circuit: "Whether a corporation that is administratively dissolved pursuant to § 14-2-1421 of the Official Code of Georgia Annotated has the capacity to bring a federal antitrust claim?

The question of whether an administratively-dissolved corporation lacks capacity to pursue a particular course of action must be decided on a case by case basis. Gas Pump v. General Cinema Beverages c. Co., 263 Ga. 583, 584 (2) ( 436 S.E.2d 207) (1993). And contrary to the defendants' argument, we find our decision in Exclusive Prop. v. Jones, 218 Ga. App. 229 ( 460 S.E.2d 562) (1995) is not controlling of the facts in this case.

"Read together, §§ 14-2-1405, 14-2-1421, and 14-2-1422 provide a period of two years in which an administratively-dissolved corporation can initiate activities necessary to the winding up and liquidation of its affairs and business. If it is not reinstated during that period, it can take no further action." Gas Pump, Inc. v. General Cinema Beverages of N. Florida, Inc., 263 Ga. 583, 584-85, 436 S.E.2d 207, 208-09 (1993) (emphasis added; holding that corporation lacked power to initiate antitrust action after expiration of wind-up period). This period has since been extended to five years.

In the trial court, CBT argued that after WASLA, Inc. was dissolved, it ceased to exist except for the limited purpose of winding up its affairs. OCGA § 14-2-1421 (c). It cited Gas Pump v. General Cinema, 263 Ga. 583 ( 436 S.E.2d 207) (1993), for the proposition that WASLA, Inc. ceased to exist two years after it was administratively dissolved. At that time the assets of the corporation became the property of John Hadden as the sole shareholder and, as a result, CBT claimed Western Auto's financing statement in the name of WASLA, Inc. became invalid.

The fact that the Office of the Secretary of State declared that as of April 1, 1988, Source was administratively dissolved would not have prevented an execution and levy against any assets or property that Source owned. See Gas Pump v. Gen. Cinema Beverages c., 263 Ga. 583 ( 436 S.E.2d 207) (1993). Whether Source was the owner of the inventory or had any ownership interest in the inventory is a material issue of fact which remains unresolved.