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(Code 1981, §14-2-1433, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 25; Ga. L. 2001, p. 796, § 2; Ga. L. 2010, p. 863, § 2/SB 296.)
Source: Model Act, § 14.33. This replaces provisions previously found in §§ 14-2-290 &14-2-291.
A court decree ordering that a corporation be dissolved involuntarily has the same legal effect as filing a notice of intent to dissolve. Subsection (a) requires that the Secretary of State receive and file a copy of the decree. Thereafter the corporation's business and affairs are to be wound up as provided in Sections 14-2-1405, 14-2-1406, and 14-2-1407. The completion of the judicially supervised dissolution has the same effect as filing articles of dissolution, as provided in subsection (c).
Subsection (b) provides for notification of claimants in the manner provided in §§ 14-2-1406 and14-2-1407. Those sections contain time limits that cut off claims. See the Comments to Sections14-2-1406 and14-2-1407.
Note to 1990 Amendment The 1990 amendment clarifies that judicially dissolved corporations may provide notice to known and unknown claimants pursuant to the notice provisions of §§ 14-2-1406 and14-2-1407, respectively.
Cross-References Articles of dissolution, see § 14-2-1408. Claims, see §§ 14-2-1406 &14-2-1407. Custodianship, see §§ 14-2-1431 &14-2-1432. "Deliver" includes mail, see § 14-2-140. Deposit with Office of State Treasurer, see § 14-2-1440. Dissolution does not terminate authority of registered agent, see § 14-2-1405. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. "Proceeding" defined, see § 14-2-140. Receivership, see §§ 14-2-1431 &14-2-1432. Secretary of State's filing duties, see § 14-2-125. Winding up, see § 14-2-1405.
- 19 Am. Jur. 2d, Corporations, § 2350 et seq.
- 19 C.J.S., Corporations, § 944.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.
(Code 1981, §14-2-1440, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2001, p. 796, § 3; Ga. L. 2010, p. 863, § 2/SB 296.)
- Disposition of unclaimed assets upon dissolution of corporation, § 44-12-197.
Source: Model Act, § 14.40. This replaces provisions previously found in § 14-2-292.
Section14-2-1440 is both a deposit and an escheat provision, and follows former § 14-2-292, rather than the Model Act, which was a deposit, but not an escheat provision. After 6 months the money must be paid to Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim is filed. No claim can be made after 6 years.
Cross-References Administrative dissolution, see § 14-2-1420. Claims, see §§ 14-2-1406 &14-2-1407. Judicial dissolution, see § 14-2-1430. Voluntary dissolution, see § 14-2-1405.
- In light of the similarity of the statutory provisions, opinions under former Code 1933, § 22-1324 and former Code Section 14-2-292, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
- In receiving and disbursing the funds, the state treasurer (now the Department of Administrative Services) always should act pursuant to legal evidence, satisfactory to the treasurer (it), reciting all facts necessary under former Code 1933, § 22-1324 (see now O.C.G.A. § 14-2-1440) to entitle the applicant to deposit with or receive from the treasurer (Department) the sum in question. 1970 Op. Att'y Gen. No. 70-42 (decided under former Code 1933, § 22-1324).
Proper method of disposing of accumulated and undisbursed receivership funds held by the Insurance Commissioner in cases involving creditors or claimants of defunct domestic stock and mutual insurance companies who cannot be located or for whom checks issued for their pro rata portion have been for any reason returned unpaid is to turn such funds over to the Fiscal Division of the Department of Administrative Services (now the Office of State Treasurer), which shall ultimately remit the funds to the Board of Regents of the University System of Georgia; in cases involving all other types of defunct insurance companies, the Insurance Commissioner should petition the superior court that supervised the particular insurance company's dissolution proceedings for leave to deposit the accumulated and undisbursed receivership funds in its registry to be subsequently dealt with by order of the court as it deems advisable. 1975 Op. Att'y Gen. No. 75-83 (decided under former § 14-2-292).
- 19 Am. Jur. 2d, Corporations, § 2343.
No results found for Georgia Code 14-2-1433.