14-2-1402. Dissolution by board of directors and shareholders.

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

For a proposal to dissolve to be adopted:#

1. (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. (2)

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

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

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.#

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.#