Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 14. DISSOLUTION · Part 3. JUDICIAL DISSOLUTION

14-2-1430. Grounds for judicial dissolution.

Active

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

The superior court may dissolve a corporation:
(1)
In a proceeding by the Attorney General if it is established that:#
1. (A)
  The corporation obtained its articles of incorporation through fraud; or#
2. (B)
  The corporation has continued to exceed or abuse the authority conferred upon it by law;#
(2)
In a proceeding by a shareholder if it is established that:#
1. (A)
  The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;#
2. (B)
  The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation, and the proceeding is initiated by the holders of at least 20 percent or more of all outstanding shares of a corporation;#
3. (C)
  The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or#
4. (D)
  The corporate assets are being misapplied or wasted;#
(3)
In a proceeding by a creditor if it is established that:#
1. (A)
  The creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or#
2. (B)
  The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or#
(4)
In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;#
provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for 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.

History

Code 1981, § 14-2-1430, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 66.

Law reviews

For article, ‘‘The Development of the Shareholder’s Direct Action Damage Remedy,’’ see 28 Ga. St. B. J. 195 (1992). For article, ‘‘Business Associations,’’ see 53 Mercer L. Rev. 109 (2001).

Read the official page (the state's PDF, opened at the page this text was read from).

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, pages 510 to 511; merge action: carried; file SHA-256 f2fad2b71b39.

Ask about this section

The answer is drawn from this section and, when they fit, the other sections of its chapter. It quotes the text and names the section for each claim. Not legal advice.