2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution
Part 1 - Voluntary Dissolution
§ 14-2-1405. Effect of Notice of Intent to Dissolve
A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
- Collecting its assets;
- Disposing of its properties that will not be distributed in kind to its shareholders;
- Discharging or making provision for discharging its liabilities;
- Distributing its remaining property among its shareholders according to their interests; and
- Doing every other act necessary to wind up and liquidate its business and affairs.
(Code 1981, §14-2-1405, enacted by Ga. L. 1988, p. 1070, § 1.)
Cross references.- Bringing of actions for collection of income taxes from assets of dissolved corporation, § 48-7-83.
Law reviews.- For comment on Taylor v. R.O.A. Motors, Inc., 108 Ga. App. 635, 134 S.E.2d 486 (1963), as to foreign corporation's amenability to suit after dissolution, see 15 Mercer L. Rev. 498 (1964).
RESEARCH REFERENCES
ALR.
- Power of corporation after expiration or forfeiture of its charter; effects of dissolution, 97 A.L.R. 477.
Dissolution of corporate lessee as affecting lease and rights and liabilities incident thereto, 147 A.L.R. 360.
Dissolved corporation's power to participate in arbitration proceedings, 71 A.L.R.2d 1121.
Similarity of ownership or control as basis for charging corporation acquiring assets of another with liability for former owner's debts, 49 A.L.R.3d 881.
Products liability: liability of successor corporation for injury or damage caused by product issued by predecessor, 66 A.L.R.3d 824.
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.
Negligence, inattention, or professional incompetence of attorney in handling client's affairs in matters involving formation or dissolution of business organization as ground for disciplinary action - modern cases, 63 A.L.R.4th 656.
Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.
