2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 14 - Dissolution
Part 3 - Judicial Dissolution
§ 14-2-1430. Grounds for Judicial Dissolution
The superior court may dissolve a corporation:
- In a proceeding by the Attorney General if it is established that:
- The corporation obtained its articles of incorporation through fraud; or
- The corporation has continued to exceed or abuse the authority conferred upon it by law;
- In a proceeding by a shareholder if it is established that:
- The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
- The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation, and the proceeding is initiated by the holders of at least 20 percent or more of all outstanding shares of a corporation;
- The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or
- The corporate assets are being misapplied or wasted;
- In a proceeding by a creditor if it is established that:
- The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or
- The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
- In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;
provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.
(Code 1981, §14-2-1430, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 66.)Law reviews.
- For article, "The Development of the Shareholder's Direct Action Damage Remedy," see 28 Ga. St. B. J. 195 (1992). For article, "Business Associations," see 53 Mercer L. Rev. 109 (2001).
Am. Jur. 2d.
- 19 Am. Jur. 2d, Corporations, § 2350 et seq.C.J.S.
- 19 C.J.S., Corporations, §§ 916, 931, 932, 937, 938, 945, 946, 947.ALR.
- Dissolution of corporation on ground of intracorporate deadlock or dissension, 83 A.L.R.3d 458.