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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 14. DISSOLUTION · Part 1. VOLUNTARY DISSOLUTION

14-3-1401. Dissolution by incorporators or initial directors.

Active

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

  1. A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities other than routine formation related activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:

  2. (1)

    The name of the corporation;#

  3. (2)

    The date of its incorporation;#

  4. (3)

    That:#

    1. (A)

      The corporation has not admitted members entitled to vote on dissolution;#

    2. (B)

      The corporation has not commenced activities; and#

    3. (C)

      The corporation has no net assets;#

  5. (4)

    That no debt of the corporation remains unpaid; and#

  6. (5)

    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.

History

Code 1981, § 14-3-1401, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 55; Ga. L. 2005, p. 60, § 14/HB 95; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, inserted “other than routine formation related activities” in the introductory language.

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)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, pages 179 to 180; merge action: replaced; file SHA-256 b004123363dc.