2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution

- Voluntary dissolution of financial institutions, § 7-1-113 et seq.

- Dissolutions, Revocations, and Withdrawals, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-7.

- For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988). For article, "Changes in Corporate Practice under Georgia's New Business Corporation Code," see 40 Mercer L. Rev. 655 (1989).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-101 et seq. and Article 13 of former Chapter 2, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Proper method of disposing of accumulated and undisbursed receivership funds held by the Insurance Commissioner when creditors or claimants of defunct domestic stock and mutual insurance companies cannot be located, or when checks issued to them for their pro rata portion have been for any reason returned unpaid, is to turn such funds over to the Fiscal Division of the Department of Administrative Services (now the Office of Treasury and Fiscal Services), which shall ultimately remit the funds to the Board of Regents of the University System of Georgia; in cases involving all other types of defunct insurance companies, the Insurance Commissioner should petition the superior court that supervised the particular insurance company's dissolution proceedings for leave to deposit the accumulated and undisbursed receivership funds in its registry to be subsequently dealt with by order of the court as it deems advisable. 1975 Op. Att'y Gen. No. 75-83 (decided under former Code 1933, § 22-101 et seq.).

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am Jur 2d Corporations § 2334 et seq. 36 Am. Jur. 2d, Foreign Corporations, § 402 et seq.

- Claim of one selling to corporation its own stock as provable against its estate in bankruptcy, 9 A.L.R. 1296.

Imposition of franchise or excise tax on corporation in hands of receiver, 26 A.L.R. 426.

Trademark or tradename as asset in case of bankruptcy, insolvency, or assignment for benefit of creditors, 44 A.L.R. 706.

Insolvency of corporation as barring stockholders' right to rescind subscription on ground of fraud, 46 A.L.R. 484.

Personal liability on contract made by "trustees" or others in closing affairs of dissolved corporation, 76 A.L.R. 1478.

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

Right to set off liability of stockholder of insolvent corporation against corporation's debt to him, 98 A.L.R. 647.

Right of stockholder to set off indebtedness of corporation against statutory added liability, 98 A.L.R. 659.

Dissolution of corporation which executed mortgage, or purchased property subject to it, 128 A.L.R. 572.

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

Conditions accompanying or following dissolution of lessee corporation, as breach of covenant against assignment or sublease, 12 A.L.R.2d 179.

Judicial relief other than by dissolution or receivership in cases of intracorporate deadlock, 47 A.L.R.2d 365.

Dissolution of corporation on ground of intracorporate deadlock or dissension, 83 A.L.R.3d 458.

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.

Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.

Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.