2018 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 13 - Dissenters' Rights
Part 2 - Procedure for Exercise of Dissenters' Rights
§ 14-2-1325. Offer of payment

Universal Citation: GA Code § 14-2-1325 (2018)
  • (a) Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.

  • (b) The offer of payment must be accompanied by:

    • (1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

    • (2) A statement of the corporation's estimate of the fair value of the shares;

    • (3) An explanation of how the interest was calculated;

    • (4) A statement of the dissenter's right to demand payment under Code Section 14-2-1327; and

    • (5) A copy of this article.

  • (c) If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.

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