O.C.G.A. § 14-3-1401 (2019)
Dissolution by incorporators or initial directors
A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) That:
(A) The corporation has not admitted members entitled to vote on dissolution;
(B) The corporation has not commenced activities; and
(C) The corporation has no net assets;
(4) That no debt of the corporation remains unpaid; and
(5) That a majority of the incorporators or initial directors authorized the dissolution.
History
(Code 1981, § 14-3-1401, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 55; Ga. L. 2005, p. 60, § 14/HB 95.)
Annotations
COMMENT This section is based both on the Model Act and on its Business Code counterpart, but it differs from both. It permits dissolution approved by a majority of the incorporators or initial directors if certain conditions are satisfied. First, the corporation must not have admitted members entitled to vote on dissolution. This is similar to the Business Code requirement that the corporation not have issued shares. Second, the corporation must not have ‘‘commenced activities.’’ The Business Code language ‘‘commenced business’’ was changed to reflect the different nature of nonprofit corporations. Finally, the corporation must have no net assets. This requirement is a departure from the Business Code and from the Model Act. It is intended to prevent potential solicitation and receipt of funds followed by dissolution in the simplified manner provided by the section. If the corporation has net assets, this simplified dissolution mechanism should not be available. RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2345.
C.J.S. - 19 C.J.S., Corporations, §§ 920, 921.