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

O.C.G.A. § 14-2-1403 (2019)

Notice of intent to dissolve

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
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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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.

History

(Code 1981, § 14-2-1403, enacted by Ga. L. 1988, p. 1070, § 1.)

Annotations

COMMENT

Source: Model Act, § 14.03. This replaces former §§ 14-2-273 & 14-2-274.

Section 14-2-1403 rejects the one-step filing procedure used in the Model Act for the two-step procedure required by former Georgia law under Sections 14-2-273 (statement of intent to dissolve) and 14-2-281 (articles of dissolution).

The act of filing the notice of intent to dissolve makes the decision to dissolve a matter of public record and establishes the time when the corporation must begin the process of winding up and cease carrying on its business except to the extent necessary for winding up. The notice omits the details of the shareholder vote, required by both prior law, § 14-2-273(4)(E) and the Model Act, which are of no relevance to the Secretary of State.

Section 14-2-1408 provides the final step in the formal dissolution process: the filing of articles of dissolution. If a corporation wishes, it may file this at the same time as the notice of intent to dissolve, provided it meets the conditions of Section 14-2-1408. This simultaneous filing will have no substantial effect on the rights of claimants against the corporation.

The notice may not be filed with the Secretary of State unless all fees and penalties owed by the corporation are paid. See Section 14-2-120(h).

Cross-References Articles of dissolution, see § 14-2-1408. "Deliver" includes mail, see § 14-2-140. Dissolution by board of directors and shareholders, see § 14-2-1402. Dissolution of statutory close corporation by shareholders, see § 14-2-933. Dissolution by written consent of shareholders, see § 14-2-704. Effect of dissolution, see § 14-2-1408. Effect of notice of intent to dissolve, see § 14-2-1405. Effective time and date of filing, see § 14-2-123. Filing fees and penalties, see § 14-2-122. Filing requirements, see § 14-2-120. Publication of notice of intent to dissolve, see § 14-2-1403.1. Revocation of dissolution proceedings, see § 14-2-1404. Voting by voting group, see §§ 14-2-725 & 14-2-726. "Voting group" defined, see § 14-2-140.

RESEARCH REFERENCES

Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2361 et seq.

Notes of Decisions
Cited in 1 case, 2018–2018 · leading case: In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018).
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In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 2× “1(a), "[t]ogether 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 .”
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.