---
title: O.C.G.A. § 14-2-1405. Effect of notice of intent to dissolve.
collection: code
id: 14-2-1405
cite_as: O.C.G.A. § 14-2-1405 (2025)
canonical_url: https://georgiacommons.org/code/14-2-1405
md_url: https://georgiacommons.org/code/14-2-1405.md
text_url: https://georgiacommons.org/code/14-2-1405/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=486
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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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. § 14-2-1405. Effect of notice of intent to dissolve.

A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

## History

Code 1981, § 14-2-1405, enacted by Ga. L. 1988, p. 1070, § 1.

## Cross References

Bringing of actions for collection of income taxes from assets of dissolved corporation, § 48-7-83.

## Law Reviews

For comment on Taylor v. R.O.A. Motors, Inc., 108 Ga. App. 635, 134 S.E.2d 486 (1963), as to foreign corporation’s amenability to suit after dissolution, see 15 Mercer L. Rev. 498 (1964).