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2018 Georgia Code 14-3-1403 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-3-1403 Case Law from Google Scholar Amendments to OCGA 14-3-1403

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 14 DISSOLUTION

14-3-1403. Plan of dissolution.

  1. A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution.
  2. The plan of dissolution shall provide for distribution of assets as follows:
    1. All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor;
    2. Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
    3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed toone or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation;
    4. Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and
    5. Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations as may be provided in the plan of dissolution.
  3. A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 shall comply with the following additional requirements:
    1. It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers articles of dissolution to the Secretary of State;
    2. It shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and
    3. When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

(Code 1981, §14-3-1403, enacted by Ga. L. 1991, p. 465, § 1.)

COMMENT

This section is based on sections 14-3-212 and 14-3-213 of former law and has no counterpart in the Model Act or the Business Code. It requires adoption of a plan of dissolution that provides for distribution of the corporation's assets according to specified rules. Subsection (c) is based on the Model Act. It requires charitable-type corporations to notify the Attorney General of its intent to dissolve, wait 30 days after the notice is given before transferring any assets as part of the dissolution process, and inform the Attorney General of the identity and address of those to whom assets were transferred, other than creditors.

Cases Citing O.C.G.A. § 14-3-1403

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Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005).

Cited 15 times | Published | Supreme Court of Georgia | May 23, 2005 | 279 Ga. 466, 2005 Fulton County D. Rep. 2099

...so] it is wrong for this Court to mandate that they be the same." P. 42. As support for this assertion, the dissent notes that, while the assets of a dissolving for-profit corporation are conveyed to its shareholders under OCGA § 14-2-1405(4), OCGA § 14-3-1403(b)(3) provides, in relevant part, that certain specified assets of a dissolving non-profit corporation "shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in acti...
...it is entitled to perpetuate its business by means of a transfer of all assets to another corporation which will then continue to carry on the identical pre-dissolution activity as was formerly pursued by the previous corporate entity. Instead, OCGA § 14-3-1403(b)(3) provides that a dissolving non-profit corporation is authorized to distribute its assets to another corporation "engaged in activities substantially similar to those of the dissolving corporation." (Emphasis supplied.) Here, the Bo...
...ing whether the transaction satisfied the statutory requirements for a dissolution. A dissolution of the College could be accomplished only when "its" business and affairs were wound up and liquidated under OCGA § 14-3-1406(5) and, pursuant to OCGA § 14-3-1403(b)(3), when its assets had been transferred to another organization already engaged in "activities substantially similar" to those which it no longer was authorized to pursue....
...tributed to its shareholders under OCGA § 14-2-1405(4). [3] When a nonprofit is dissolved, however, there is a different procedure: instead of distributing the nonprofit's assets to its members, they are transferred to a similar business under OCGA § 14-3-1403(b)(3)....
...statutes is essentially identical." But one of the ways in which it is not identical is that OCGA § 14-3-1406, applicable to nonprofits, mandates dissolving in accordance with a "plan of dissolution." This plan of dissolution must comply with OCGA § 14-3-1403, and it is that statute that contains the pertinent difference regarding the disposition of assets in nonprofit and for-profit dissolutions....
...[2] 19 AmJur2d, Corporations, § 2348, at 454 (2004). [3] OCGA § 14-2-1405(4) provides that, after making provision for or discharging its liabilities, a for-profit corporation distributes its "remaining property among its shareholders in accordance to their interests." [4] OCGA § 14-3-1403(b)(3) provides that, after making provision for or discharging its liabilities, a nonprofit corporation's assets "shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engag...