2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution
Part 1 - Voluntary Dissolution
§ 14-2-1401. Dissolution by Incorporators or Initial Directors

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business 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. Either that:
   1. None of the corporation's shares has been issued; or
   2. The corporation has not commenced business;
4. That no debt of the corporation remains unpaid;
5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
6. That a majority of the incorporators or initial directors authorized the dissolution.

(Code 1981, §14-2-1401, enacted by Ga. L. 1988, p. 1070, § 1.)

- For article, "Comparison of Features of Old and New Business Corporation Laws Relating to Domestic Corporations," see 5 Ga. St. B. J. 13 (1968).

Source: Model Act, § 14.01. This replaces former § 14-2-270.

Section14-2-1401 provides a simple method of voluntary dissolution for a corporation that has not issued shares or commenced business. These provisions depart from prior law in that they are alternative: a corporation may utilize Section14-2-1401 not issued shares (even though it has commenced business) or if it has issued shares but has not commenced business. Dissolution may be accomplished in either of these situations simply by a majority vote of the incorporators or initial directors. In this respect it follows the approach of prior law, except that former § 14-2-270 required authorization of dissolution by two-thirds of the incorporators or directors, rather than a simple majority.

The form of articles of dissolution provided in Section 14-2-1401 takes account of the fact that a corporation may utilize this section even though it has received capital from the issuance of shares or has incurred liabilities either from the commencement of business without issuing shares or from its organization; hence the articles must state that no debts remain unpaid, and that the net assets of the corporation remaining after winding up have been distributed to the shareholders. Because no winding up is required where the corporation has not commenced business, the two-step dissolution process that begins with the filing of a notice of intent to dissolve under Section 14-2-1403 is not required.

Cross-References Claims against dissolved corporation, see §§ 14-2-1406 &14-2-1407. "Deliver" includes mail, see § 14-2-140. Dissolution by board of directors and shareholders, see § 14-2-1402. Dissolution by shareholders of statutory close corporation, see § 14-2-933. Effective date of dissolution, see § 14-2-1408. Effect of dissolution, see § 14-2-1408. Effect of notice of intent to dissolve, see § 14-2-1405. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Incorporators, see § 14-2-201. Initial directors, see § 14-2-205. Shareholders of statutory close corporation, see § 14-2-933.

RESEARCH REFERENCES

Am. Jur. 2d.

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

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