Dissolution by Incorporators or Initial Directors

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Nonprofit Corporations
5. Dissolution
6. Voluntary Dissolution
7. Dissolution by Incorporators or Initial Directors

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, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:

1. The name of the corporation;
2. The date of its incorporation;
3. That:
   1. The corporation has not admitted members entitled to vote on dissolution;
   2. The corporation has not commenced activities; and
   3. The corporation has no net assets;
4. That no debt of the corporation remains unpaid; and
5. That a majority of the incorporators or initial directors authorized the dissolution.

(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.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, § 2345.

C.J.S.

- 19 C.J.S., Corporations, §§ 920, 921.

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