Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 14. DISSOLUTION · Part 1. VOLUNTARY DISSOLUTION

14-2-1401. Dissolution by incorporators or initial directors.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business 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)
Either that:#
1. (A)
  None of the corporation’s shares has been issued; or#
2. (B)
  The corporation has not commenced business;#
(4)
That no debt of the corporation remains unpaid;#
(5)
That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and#
(6)
That a majority of the incorporators or initial directors authorized the dissolution.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

Code 1981, § 14-2-1401, enacted by Ga. L. 1988, p. 1070, § 1.

For article, ‘‘Comparison of Features of Old and New Business Corporation Laws Relating to Domestic Corporations,’’ see 5 Ga. St. B. J. 13 (1968).

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 479; merge action: carried; file SHA-256 f2fad2b71b39.