TITLE 14
CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
ARTICLE 14
DISSOLUTION
14-3-1433. Decree of dissolution.
-
If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.
-
After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-3-1406. Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 respectively.
-
When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its members or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.
(Code 1981, §14-3-1433, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2001, p. 796, § 5; Ga. L. 2010, p. 863, § 2/SB 296.)
JUDICIAL DECISIONS
Cited in
Eckland v. Hale & Eckland, 231 Ga. App. 278, 498 S.E.2d 358 (1998).
14-3-1440. Deposit of assets with Office of the State Treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member 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 member 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, §14-3-1440, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2001, p. 796, § 6; Ga. L. 2010, p. 863, § 2/SB 296.)
RESEARCH REFERENCES
Am. Jur. 2d.
- 19 Am. Jur. 2d, Corporations,
§
2343.
C.J.S.
- 19 C.J.S., Corporations,
§
965.
