O.C.G.A. § 14-2-1403.1 (2019)
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.
History
(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.)
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-4, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section. Cited in Milton v. Austin, 124 Ga. App. 657, 185 S.E.2d 551 (1971); Teri-Lu, Inc. v. Georgia R.R. Bank & Trust Co., 147 Ga.
App. 860, 250 S.E.2d 548 (1978); Sachs v. Lee & Sandra Assocs., 153 Ga. App. 823, 266 S.E.2d 573 (1980); Computer Maintenance Corp. v. Tilley, 172 Ga. App. 220, 322 S.E.2d 533 (1984); Schroeder v. Hunter Douglas, Inc., 172 Ga. App. 897, 324 S.E.2d 746 (1984); Herrli Homes, Inc. v. Roon, 175 Ga. App. 85, 332 S.E.2d 379 (1985).
OPINIONS OF THE ATTORNEY GENERAL Editor’s notes. - In light of the similarity of the statutory provisions, opinions under former Code 1933, §§ 22-104 and 22-105, and former Code Sections 14-2-4 and 14-2-5, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section. Corporation cannot escape liability by pleading failure to comply. - A corporation which did not file certified copies of the application for revivor with the Secretary of State as formerly required or pay the fees required by law
when reviving its charter, was not thereafter licensed to transact any business in Georgia, and could not escape liability for the fees in question by pleading its own failure to comply with the clear and unambiguous terms and conditions of the law or the subsequent lapse of time. 1957 Op. Att’y Gen. p. 23 (decided under former Code 1933, § 22-105). Cancellation of security deeds and writs of execution from record. 1972 Op. Att’y Gen. No. U72-79 (decided under former Code 1933, § 22-104).
RESEARCH REFERENCES Am. Jur. 2d. - 18A Am. Jur. 2d, Corporations, § 171 et seq.
C.J.S. - 19 C.J.S., Corporations, §§ 654, 750.