Reorganization and Termination

O.C.G.A. tit. 14, ch. 2, art. 9, pt. 4

in effect

O.C.G.A. § 14-2-930 Merger, share exchange, and sale of assets.

14-2-930. Merger, share exchange, and sale of assets. (a) A plan of merger or share exchange: (1) That if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; or (2) That if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan. (b) A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation that requires approval of the shareholders pursuant to Code Section 14-2-1202 must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction. (Code 1981, § 14-2-930, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-931 Termination of statutory close corporation status.

14-2-931. Termination of statutory close corporation status. (a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section 14-2-922, the amendment must either comply with Code Section 14-2-801 or delete the statement dispensing with the board of directors from its articles of incorporation. (b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments. (c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter. (Code 1981, § 14-2-931, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-932 Effect of termination of statutory close corporation status.

14-2-932. Effect of termination of statutory close corporation status. (a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of this title, known as the "Georgia Professional Corporation Act," to all provisions of that chapter. (b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement, the bylaws, or the articles of incorporation unless this article, this chapter, or another law of this state invalidates the right. (Code 1981, § 14-2-932, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 10.)

O.C.G.A. § 14-2-933 Shareholder option to dissolve corporation.

14-2-933. Shareholder option to dissolve corporation. (a) The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and begin dissolution proceedings under Code Sections 14-2-1403 through 14-2-1408. (b) Unless the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders provides otherwise, an amendment to the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders to add, change, or delete the authority to dissolve described in subsection (a) of this Code section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators. (Code 1981, § 14-2-933, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 46; Ga. L. 1990, p. 257, § 11.)

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