Articles of Dissolution

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Business Corporations
  5. Dissolution
  6. Voluntary Dissolution
  7. Articles of Dissolution

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  1. If a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
    1. The name of the corporation;
    2. The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked;
    3. A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor;
    4. A statement that all remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests, or that adequate provision has been made therefor, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440; and
    5. A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action.
  2. Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the shareholders, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name.
  3. Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described.

(Code 1981, §14-2-1408, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 63; Ga. L. 1990, p. 257, § 23; Ga. L. 2001, p. 796, § 1; Ga. L. 2010, p. 863, § 2/SB 296.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2454 et seq.

C.J.S.

- 19 C.J.S., Corporations, § 920 et seq.

ALR.

- Power of corporation after expiration or forfeiture of its charter; effects of dissolution, 97 A.L.R. 477.

Dissolution of corporate lessee as affecting lease and rights and liabilities incident thereto, 147 A.L.R. 360.

Dissolved corporation's power to participate in arbitration proceedings, 71 A.L.R.2d 1121.

Similarity of ownership or control as basis for charging corporation acquiring assets of another with liability for former owner's debts, 49 A.L.R.3d 881.

Products liability: liability of successor corporation for injury or damage caused by product issued by predecessor, 66 A.L.R.3d 824.

Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.


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