Articles of Dissolution Where Business Commenced; Procedure if Not Filed

  1. Law
  2. Georgia Code
  3. Banking and Finance
  4. Financial Institutions
  5. Provisions Applicable to Department of Banking and Finance and Financial Institutions Generally
  6. Permissive Closing Days, Emergency Closings, Business Restrictions, and Voluntary Liquidations
  7. Articles of Dissolution Where Business Commenced; Procedure if Not Filed

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  1. When all the liabilities of the financial institution have been discharged and all of its remaining assets have been distributed to its shareholders pursuant to Code Section 7-1-115 or its liabilities have been assumed by another financial institution, the articles of dissolution shall be signed by two duly authorized officers of the financial institution under its seal and shall contain:
    1. The name of the financial institution and the post office address of its principal place of business;
    2. A statement that the department has previously approved a plan to dissolve the institution and the date on which such approval was transmitted to the Secretary of State;
    3. A statement that all liabilities of the financial institution have been discharged and that the remaining assets of the financial institution have been distributed to its shareholders or that its liabilities have been assumed as provided in this chapter; and
    4. A statement that there are no actions pending against the financial institution.
  2. The articles of dissolution shall be delivered to the department together with the filing fee required by Code Section 7-1-862. If the department finds that the articles satisfy the requirements of this chapter, it shall deliver its written approval to the Secretary of State with a copy of the articles of dissolution attached.
  3. Where a financial institution fails to file articles of dissolution within 180 days after the department determines that dissolution proceedings have been completed as provided in this part, the department may cause notice to be published in accordance with this chapter to the effect that persons having claims against the financial institution should notify the department within 30 days of the date of initial publication. If the department receives no such notifications or if claims are otherwise satisfied, the department shall notify the Secretary of State that the articles of incorporation or charter are no longer valid and should be promptly canceled of record in the offices of the Secretary of State.

(Ga. L. 1919, p. 135, art. 14, §§ 7, 9; Code 1933, §§ 13-1507, 13-1509; Ga. L. 1967, p. 597, § 1; Code 1933, § 41A-505, enacted by Ga. L. 1974, p. 705, § 1; Code 1933, § 41A-507, as redesignated by Ga. L. 1978, p. 1714, § 3; Ga. L. 1980, p. 972, § 3; Ga. L. 1993, p. 917, § 2; Ga. L. 2015, p. 344, § 8/HB 184.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 10 Am. Jur. 2d, Banks and Financial Institutions, § 207 et seq.

11 Am. Jur. 2d, Banks and Financial Institutions, §§ 1020, 1182.


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