---
title: O.C.G.A. § 14-2-1401. Dissolution by incorporators or initial directors.
collection: code
id: 14-2-1401
cite_as: O.C.G.A. § 14-2-1401 (2025)
canonical_url: https://georgiacommons.org/code/14-2-1401
md_url: https://georgiacommons.org/code/14-2-1401.md
text_url: https://georgiacommons.org/code/14-2-1401/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=479
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-2.md
previous: https://georgiacommons.org/code/14-2-1332.md
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index: https://georgiacommons.org/code/index.md
version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / DISSOLUTION / VOLUNTARY DISSOLUTION
---

# O.C.G.A. § 14-2-1401. Dissolution by incorporators or initial directors.

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:

(A) None of the corporation’s shares has been issued; or

(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.

## History

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

## Law Reviews

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