14-3-1402. Proposal of dissolution and approval thereof.

A corporation’s board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows:#

1. (1)

   For a proposal to dissolve to be adopted:#

   1. (A)

      The board of directors must recommend dissolution to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its determination to the members; and#

   2. (B)

      The members entitled to vote must approve the proposal to dissolve as provided in paragraph (4) of this subsection;#

2. (2)

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

3. (3)

   The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with Code Section 14-3-704. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation;#

4. (4)

   Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to paragraph (2) of this subsection requires a greater vote or vote by classes, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal; and#

5. (5)

   If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.#

Unless the articles of incorporation or bylaws require a greater vote, if the corporation does not have members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with Code Section 14-3-822. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.#

The plan of dissolution shall conform to the requirements of Code Section 14-3-1403 and shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.#