O.C.G.A. § 14-2-1332 (2019)

Annotations

COMMENT This section has no counterpart in the Model Act, or in former Georgia law, which was governed by general statutes of limitations. Three years is ample time for shareholders to assert dissenters’ rights, even if they do not receive the notices required by this article. Normally a shareholder would become aware of corporate action giving rise to dissenters’ rights in considerably less than three years after the action is taken. This provision will, after a reasonable period, remove the cloud of uncertainty that arises from failure to comply with the dissenters’ rights provisions. Without certainty that no further contingent claims exist, new financings and other business activities may be severely hampered. Cross-References Dissenters’ notice, see § 14-2-1322. Duty to bring action after demand for payment, see § 14-2-1330. Notice of corporate action creating dissenters’ rights, see § 14-2-1320.

ARTICLE 14 DISSOLUTION

Cross references. - Voluntary dissolution of financial institutions, § 7-1-113 et seq.

Administrative rules and regulations. - Dissolutions, Revocations, and Withdrawals, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Com-

missioner of Corporations, Chapter

Law reviews. - For article, ‘‘Georgia’s New Business Corporation Code,’’ see 24 Ga. St. B. J. 158 (1988). For article, ‘‘Changes in Corporate Practice under Georgia’s New Business Corporation Code,’’ see 40 Mercer L. Rev. 655 (1989).

CORPORATIONS & PARTNERSHIPS

OPINIONS OF THE ATTORNEY GENERAL Editor’s notes. - In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-101 et seq. and Article 13 of former Chapter 2, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section. Proper method of disposing of accumulated and undisbursed receivership funds held by the Insurance Commissioner when creditors or claimants of defunct domestic stock and mutual insurance companies cannot be located, or when checks issued to them for their pro rata portion have been for any reason returned unpaid, is to turn such funds

over to the Fiscal Division of the Department of Administrative Services (now the Office of Treasury and Fiscal Services), which shall ultimately remit the funds to the Board of Regents of the University System of Georgia; in cases involving all other types of defunct insurance companies, the Insurance Commissioner should petition the superior court that supervised the particular insurance company’s dissolution proceedings for leave to deposit the accumulated and undisbursed receivership funds in its registry to be subsequently dealt with by order of the court as it deems advisable. 1975 Op. Att’y Gen. No. 75-83 (decided under former Code 1933, § 22-101 et seq.).

RESEARCH REFERENCES Am. Jur. 2d. - 19 Am Jur 2d Corporations § 2334 et seq. 36 Am. Jur. 2d, Foreign Corporations, § 402 et seq. ALR. - Claim of one selling to corporation its own stock as provable against its estate in bankruptcy, 9 ALR 1296. Imposition of franchise or excise tax on corporation in hands of receiver, 26 ALR 426. Trademark or tradename as asset in case of bankruptcy, insolvency, or assignment for benefit of creditors, 44 ALR 706. Insolvency of corporation as barring stockholders’ right to rescind subscription on ground of fraud, 46 ALR 484. Personal liability on contract made by ‘‘trustees’’ or others in closing affairs of dissolved corporation, 76 ALR 1478. Power of corporation after expiration or forfeiture of its charter; effects of dissolution, 97 ALR 477. Right to set off liability of stockholder of insolvent corporation against corporation’s debt to him, 98 ALR 647. Right of stockholder to set off indebtedness of corporation against statutory added liability, 98 ALR 659.

Dissolution of corporation which executed mortgage, or purchased property subject to it, 128 ALR 572. Dissolution of corporate lessee as affecting lease and rights and liabilities incident thereto, 147 ALR 360. Conditions accompanying or following dissolution of lessee corporation, as breach of covenant against assignment or sublease, 12 ALR2d 179. Judicial relief other than by dissolution or receivership in cases of intracorporate deadlock, 47 ALR2d 365. Dissolution of corporation on ground of intracorporate deadlock or dissension, 83 ALR3d 458. Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 ALR4th 414. Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 ALR4th 13. Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 ALR4th 419.

T.14, C.2, A.14, P.1

PART 1 VOLUNTARY DISSOLUTION