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2018 Georgia Code 14-2-1403 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1403 Case Law from Google Scholar Amendments to OCGA 14-2-1403

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 14 DISSOLUTION

14-2-1403. Notice of intent to dissolve.

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.

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

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.

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