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2018 Georgia Code 14-2-1404 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1404 Case Law from Google Scholar Amendments to OCGA 14-2-1404

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 14 DISSOLUTION

14-2-1404. Revocation of dissolution proceedings.

  1. A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.
  2. Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
  3. After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth:
    1. The name of the corporation;
    2. The date that the revocation of dissolution proceedings was authorized;
    3. If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;
    4. If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
    5. If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403.
  4. Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.
  5. When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.

(Code 1981, §14-2-1404, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 62.)

COMMENT

Source: Model Act, § 14.04. While the structure of the Model Act was followed, substantial changes were made to reflect preservation of the pattern of prior law, found in § 14-2-278 - that of filing a notice of intent to dissolve at the beginning of the winding up process, with a subsequent filing of articles of dissolution only at the close of winding up. This replaces provisions previously found in §§ 14-2-277,14-2-278,14-2-279 &14-2-280.

Subsection (a) provides that voluntary dissolution proceedings may be revoked at any time prior to the filing of articles of dissolution.

Subsection (b) generally requires shareholder authorization of revocation of dissolution proceedings (unless the dissolution was approved solely by the initial directors or incorporators under Section14-2-1401). This preserves the approach of former § 14-2-278. Subsection (b), however, contemplates that the board of directors may revoke dissolution if it is granted that authority in advance by the shareholders when approving the dissolution. Such authorization is often included in proposals to dissolve that are contingent upon the effectuation of another transaction, such as a sale of corporate assets not in the ordinary course of business.

Subsection (c) requires the filing of a notice of revocation of intent to dissolve to reflect the decision to resume the business of the corporation. The information required in these articles parallels the information required in the original notice of intent to dissolve.

Subsection (d) provides for immediate effectiveness of a notice of revocation of intent to dissolve upon filing with the Secretary of State.

Subsection (e) provides that the effect of a notice of revocation of intent to dissolve is to eliminate the requirement that the corporation cease to conduct its business except as part of the winding up process and permit it to resume its business without limitation and as if dissolution proceedings had never occurred.

Note to 1989 Amendment The 1989 amendment changed subsection (c) by deleting clause (2) ("The effective date of the dissolution that was revoked."). This describes the original Model Act approach, of a one-step filing of articles of dissolution, which was replaced in the Code by a two-step procedure. The remaining clauses were renumbered, and subsections (c)(3) through (6) were amended by adding the word "proceedings" after dissolution, to conform the Model Act language to the Georgia variations.

The 1989 amendment changed subsection (e) by replacing "dissolution" with "filing of Notice of Intent to Dissolve," to conform the Model Act language to the Georgia variation.

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; incorporators or initial directors, see § 14-2-1401; shareholders of statutory close corporation, see § 14-2-933; written consent of shareholders, see § 14-2-704. Effective date of dissolution, see § 14-2-1408. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Notice of Intent to Dissolve, see § 14-2-1403.

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