Voluntary Dissolution

O.C.G.A. tit. 14, ch. 2, art. 14, pt. 1

in effect

O.C.G.A. § 14-2-1401 Dissolution by incorporators or initial directors.

14-2-1401. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) Either that: (A) None of the corporation's shares has been issued; or (B) The corporation has not commenced business; (4) That no debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) That a majority of the incorporators or initial directors authorized the dissolution. (Code 1981, § 14-2-1401, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-1402 Dissolution by board of directors and shareholders.

14-2-1402. Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolution, unless the board of directors makes the recommendation that because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against dissolution, in which case the board of directors shall transmit to the shareholders the basis for such determination; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section. (c) The board of directors may condition its submission of the proposal for dissolution on any basis. (d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this Code section) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. (Code 1981, § 14-2-1402, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 17/SB 469.)

O.C.G.A. § 14-2-1403 Notice of intent to dissolve.

14-2-1403. Notice of intent to dissolve. Upon approval of a proposal for dissolution pursuant to Code Section 14-2-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with Code Section 14-2-1402. (Code 1981, § 14-2-1403, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-1403.1 Publication of notice of intent to dissolve.

14-2-1403.1. Publication of notice of intent to dissolve. (a) Together with the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall deliver to the Secretary of State an undertaking (which may appear in the notice of intent to dissolve or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor will be made as required by subsection (b) of this Code section. (b) No later than the next business day after filing the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: "NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION Notice is given that a notice of intent to dissolve (name of corporation), a Georgia corporation with its registered office at (address of registered office), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code." The notice may also include the information specified in Code Section 14-2-1407. The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation. (Code 1981, § 14-2-1403.1, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 22; Ga. L. 1993, p. 1231, § 21.)

O.C.G.A. § 14-2-1404 Revocation of dissolution proceedings.

14-2-1404. Revocation of dissolution proceedings. (a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution. (b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (c) After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth: (1) The name of the corporation; (2) The date that the revocation of dissolution proceedings was authorized; (3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect; (4) If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (5) If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403. (d) Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed. (e) When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred. (Code 1981, § 14-2-1404, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 62.)

O.C.G.A. § 14-2-1405 Effect of notice of intent to dissolve.

14-2-1405. Effect of notice of intent to dissolve. A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (Code 1981, § 14-2-1405, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-1406 Known claims against corporation in dissolution.

14-2-1406. Known claims against corporation in dissolution. (a) A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section. (b) The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim; (4) State that the claim will be barred if not received by the deadline; and (5) State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims. (c) A claim against a corporation in dissolution is barred: (1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice. (d) For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve. (Code 1981, § 14-2-1406, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-1407 Unknown claims against corporation in dissolution.

14-2-1407. Unknown claims against corporation in dissolution. (a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-2-1403.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section. (b) The request must: (1) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (2) State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (c) If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice except: (1) Claims that are contingent at the time of the filing of the notice of intent to dissolve; and (2) Claims that arise after the filing of the notice of intent to dissolve. (d) If a corporation in dissolution publishes a newspaper notice containing the information specified in subsection (b) of this Code section, a claim not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its shareholders, officers, and directors unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later. (e) Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section: (1) Against the corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a shareholder of the corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him. (Code 1981, § 14-2-1407, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-1408 Articles of dissolution.

14-2-1408. Articles of dissolution. (a) If a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor; (4) A statement that all remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests, or that adequate provision has been made therefor, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440; and (5) A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action. (b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the shareholders, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name. (c) Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described. (Code 1981, § 14-2-1408, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 63; Ga. L. 1990, p. 257, § 23; Ga. L. 2001, p. 796, § 1; Ga. L. 2010, p. 863, § 2/SB 296.)

O.C.G.A. § 14-2-1409 Revival of corporation after dissolution by expiration of period of duration.

14-2-1409. Revival of corporation after dissolution by expiration of period of duration. (a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration, may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration. (b) If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years, and ending 20 years, immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows: (1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; (2) That the corporation has not been disqualified from making distributions for the reasons set out in subsection (c) of Code Section 14-2-640 since such expiration date; and (3) That the revival will not injure the corporation's shareholders, creditors, or the public. (c) As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name. (Code 1981, § 14-2-1409, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 64.)

O.C.G.A. § 14-2-1410 Preservation of remedies of dissolved corporations.

14-2-1410. Preservation of remedies of dissolved corporations. The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-2-1430 through 14-2-1433, shall not take away or impair any remedy available to such corporation, its directors, officers, or shareholders for any right or claim existing prior to such dissolution if action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim. (Code 1981, § 14-2-1410, enacted by Ga. L. 1996, p. 1203, § 9.)

Source: Official Code of Georgia (Legislative Counsel's copy via Public.Resource.Org) + acts (legis.ga.gov)URL: https://archive.org/download/gov.ga.ocga.2024/T14%20%28V12%29%202017.txtFetched: 10/24/2026