O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-3-1406 (2019)

Effect of notice of intent to dissolve

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its members in accordance with the plan of dissolution; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

History

(Code 1981, § 14-3-1406, enacted by Ga. L. 1991, p. 465, § 1.)

Annotations

JUDICIAL DECISIONS Applicability. - A condominium resident was properly denied summary judgment, in an action filed by the resident’s association for past-due fees and assessments, as the association, despite an administrative dissolution, could legally sue based on a reinstatement of its corporate status, and the case had not been previously settled. Williams v. Martin Lakes Condo. Ass’n, 284 Ga. App. 569, 644 S.E.2d 424 (2007). Corporation retained title to real property despite administrative dissolution. - Trial court erred by entering a declaratory judgment in favor of a creditor declaring that a church was bound under principles of agency or ratification

to the terms of a loan note and security deed a church member executed because there was no evidence that the church authorized the member to enter into a loan transaction on the church’s behalf; even though the church was administratively dissolved at the time of the loan transaction, the original church continued the church’s corporate existence apart from the nonprofit corporation the church member incorporated, and the original church retained title to the real property described in the security deed given by the nonprofit to the creditor under O.C.G.A. § 14-3-1421(c). Maced. Baptist Church of Atlanta v. LIB Props., 307 Ga. App. 760, 707 S.E.2d 380 (2011).

Notes of Decisions
Cited in 2 cases, 2005–2011 · leading case: Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005).
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Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). · cites it 50× “Indeed, the wording of the two statutes is essentially identical, and the Comment to OCGA § 14-3-1406 specifies that it "is based on section 14-2-1405 of the [Georgia] Business [Corporation] Code[, OCGA §§ 14-2-101 et seq.”
MacEdonia Baptist Church of Atlanta v. LIB Props., Ltd., 707 S.E.2d 380 (Ga. Ct. App. 2011). · cites it 2× “While administratively dissolved, the nonprofit corporation “may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406.” OCGA § 14-3-1421 (c).”
14-3-1406(5): 1 case
Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). “Indeed, the wording of the two statutes is essentially identical, and the Comment to OCGA § 14-3-1406 specifies that it "is based on section 14-2-1405 of the [Georgia] Business [Corporation] Code[, OCGA §§ 14-2-101 et seq.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.