O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-1402 (2019)

Dissolution by board of directors and shareholders

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(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

Notes of Decisions
Cited in 1 case (1 in the last 5 years), 2023–2023 · leading case: Alpha Genomix Labs., Inc. v. Shane Crandall (Ga. Ct. App. 2023).
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Alpha Genomix Labs., Inc. v. Shane Crandall (Ga. Ct. App. 2023). · cites it 2× “3); sales of all or substantially all of a corporation’s assets (OCGA § 14-2- 1202); and corporate dissolution (OCGA § 14-2-1402). 8 OCGA § 14-2-842 (b) (2) provides in part: In performing his or her duties an officer may rely upon .”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.