O.C.G.A.

O.C.G.A. § 14-3-822 (2019)

The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

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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(c) The plan of dissolution shall conform to the requirements of Code Section 14-3-1403 and shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

History

(Code 1981, § 14-3-1402, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 56.)

Annotations

COMMENT This section is based both on the Model Act and on its Business Code counterpart. It establishes the procedures for approving dissolution. Corporations with members entitled to vote on dissolution. If a corporation has members entitled to vote on dissolution, the procedures of subsections (a) and (c) must be satisfied. Corporations without members entitled to vote on dissolution. Corporations that do not have members entitled to vote on dissolution need only follow the procedures outlined in subsections (b) and (c).

RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2346 et seq. C.J.S. - 10 C.J.S., Beneficial Associa-

tions, § 18. 19 C.J.S., Corporations, §§ 920, 950. 77 C.J.S., Religious Societies, § 137.