2020 Georgia Code
Title 46 - Public Utilities and Public Transportation
Chapter 3 - Electrical Service
Article 4 - Electric Membership Corporations and Foreign Electric Cooperatives
Part 12 - Dissolution of Electric Membership Corporations
§ 46-3-428. Filing of Articles of Dissolution With Secretary of State; Procedure Involving Filing, Issuance, and Rejection of Certificate of Dissolution; Time of Cessation of Existence of Electric Membership Corporation

1. The electric membership corporation shall cause the original articles of dissolution and two conformed copies of the articles to be delivered to the Secretary of State for filing as provided in subsection (a) of Code Section 46-3-174.
2. Together with the articles of dissolution, the electric membership corporation shall cause to be delivered to the Secretary of State:
   1. The electric membership corporation's certification that all tax returns which were due the state on the day of delivery of the articles of dissolution to the Secretary of State have been filed, such certification to be attached to the articles;
   2. Payment to the Secretary of State of the fee provided for in Code Section 46-3-501; and
   3. A check, draft, or money order in the amount of $16.00, payable to the clerk of the superior court of the county where the registered office of the electric membership corporation is located on the day of delivery of the articles of dissolution to the Secretary of State, in payment of the cost of filing the articles of dissolution in the county.
3. Upon delivery of the articles of dissolution to the Secretary of State, the Secretary of State shall affix thereon the hour, day, month, and year of delivery. Not later than the close of business on the first business day following the day of delivery, the Secretary of State shall either issue a certificate of dissolution in the manner provided in this Code section or reject the articles in the manner provided in this Code section.
4. If the Secretary of State finds that the articles of dissolution appear to be in proper form for filing and are accompanied by the other items required by subsection (b) of this Code section, he shall, in addition to the requirements of subsection (a) of Code Section 46-3-174:
   1. Issue a certificate of dissolution which shall state that the electric membership corporation has been dissolved by the filing of articles of dissolution in the office of the Secretary of State and the fees paid therefor, as provided by law, and attach the certificate to one conformed copy of the articles of dissolution;
   2. Return the certificate of dissolution with the conformed copy of the articles of dissolution attached thereto to the electric membership corporation or its representative. A copy of the certificate of dissolution shall be attached to the original articles of dissolution; and
   3. Forward a conformed copy of the articles of dissolution with a copy of the certificate of dissolution attached thereto, along with the check, draft, or money order provided for in paragraph (3) of subsection (b) of this Code section, to the clerk of the superior court in the county where the registered office of the electric membership corporation is located, within four business days after the articles of dissolution have been delivered to the Secretary of State for filing.
5. If the Secretary of State finds that the articles of dissolution do not appear to be in proper form for filing or are not accompanied by the other items required by subsection (b) of this Code section, he shall reject the articles for filing and shall immediately notify the electric membership corporation or its representative of such rejection by mailing a notice no later than the close of business on the first business day following the day of delivery of the articles of dissolution for filing. This notice shall specify the reason or reasons for rejection of the articles of dissolution; and the articles and all accompanying materials shall be returned therewith.
6. The conformed copy of the articles of dissolution, with a copy of the certificate of dissolution attached thereto, provided for in paragraph (3) of subsection (d) of this Code section shall be filed upon receipt by the clerk of the superior court of the county where the registered office of the electric membership corporation is located. Failure on the part of the Secretary of State to mail the conformed copy of the articles of dissolution or failure on the part of the clerk of the superior court to comply with this subsection shall not invalidate the issuance of the certificate of dissolution by the Secretary of State.
7. If the Secretary of State issues a certificate of dissolution, and after the electric membership corporation or its representative has filed a copy of its statement of intent to dissolve with the state revenue commissioner, the existence of the electric membership corporation shall cease as of the time of delivery to the Secretary of State of the articles of dissolution so certified, except for the purpose of court actions, other proceedings, and appropriate corporate actions by members, directors, and officers as provided in Code Section 46-3-439.

(Code 1933, § 34C-1209, enacted by Ga. L. 1981, p. 1587, § 1.)

RESEARCH REFERENCES

C.J.S.

- 19 C.J.S., Corporations, § 838.