---
title: O.C.G.A. § 14-2-1402. Dissolution by board of directors and shareholders.
collection: code
id: 14-2-1402
cite_as: O.C.G.A. § 14-2-1402 (2025)
canonical_url: https://georgiacommons.org/code/14-2-1402
md_url: https://georgiacommons.org/code/14-2-1402.md
text_url: https://georgiacommons.org/code/14-2-1402/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=480
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.
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version: the only printed version
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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. § 14-2-1402. Dissolution by board of directors and shareholders.

(a) A corporation’s board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolution, unless the board of directors makes the recommendation that because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against dissolution, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders’ meeting in accordance with Code Section 14-2-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this Code section) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.

## History

Code 1981, § 14-2-1402, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 17/SB 469.

## Editor's Notes

Ga. L. 2006, p. 825, § 17/SB 469, purported to amend subsection (b), but actually amended paragraph (b)(1).

## Law Reviews

For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B. J. 101 (1991).