Dissolving a Corporation
How
is a corporation dissolved?
A
corporation dissolves by filing Articles of Dissolution. The applicable code sections are 14-2-1401 through 14-2-1408. Dissolution is more complex than incorporation, and thus the Corporations
Division strongly recommends that filers obtain professional legal, tax and/or
business advice to assure the filer’s goals and intentions are met, that
requirements of the law are satisfied, and that the shareholders, officers and
directors are protected even after the dissolution.
In
particular, there are options to consider regarding what should be included when
publishing the notice of intent to dissolve, and its effect on the disposition
of potential claims against the dissolved corporation and the persons involved
in it. See
O.C.G.A. 14-2-1406 and 14-2-1407.
There
are two different procedures for dissolution. The one to be followed is determined by whether or not the corporation
has commenced business and/or issued shares:
A corporation that has not issued shares or has not commenced business may dissolve by filing Articles of Dissolution
pursuant to O.C.G.A. 14-2-1401.
The
articles must state:
1) the name of the corporation,
2) the date it was incorporated,
3) that the corporation has not issued shares or that the corporation has not commenced business,
4) that the corporation has no unpaid debts,
5) that any corporate assets remaining after winding up have been
distributed to the shareholders (if shares were issued), and
6) that a majority of the incorporators or that a majority of the initial directors authorized the dissolution.
Any
currently due annual registrations must be filed before the corporation can be
dissolved.
The
articles of dissolution must be signed by either the chairman of the board of
directors, an officer, a receiver or trustee if one has been appointed by a
court, or the attorney for the corporation. The signer should state the capacity in which he or she is signing. The signature need not be notarized.
There is no filing fee for filing Articles of Dissolution; however the entity must be current in its registration and in an active status prior to submitting an Intent to Dissolve.
The
original and one copy of the articles of dissolution
should be mailed to: Corporations
Division, 315 West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, GA 30334.
The
effective date of the dissolution is the date the articles are received by the
Secretary of State unless a post-effective date is specified in the articles. Documents are usually reviewed and a Certificate of Dissolution
returned to the applicant within three business days of receipt of the filing. If articles do not comply with requirements of the Georgia Business
Corporation Code they will be returned to the filer for correction. If corrected and returned, the date of dissolution will be the date the
articles were initially received.
A
corporation that has issued shares and commenced business may dissolve by
filing a Notice of Intent to Dissolve pursuant to O.C.G.A. 14-2-1403 and Articles of Dissolution pursuant to O.C.G.A. 14-2-1408.
After
approval of the dissolution the corporation shall deliver a Notice of Intent
to Dissolve to the Secretary of State. The
notice must state:
1) the name of the
corporation,
2) the date the
dissolution was authorized,
3) a statement
that the dissolution was approved by the shareholders pursuant to O.C.G.A. 14-2-1402,
and
4) a statement
that publication of the notice of intent to dissolve will be made pursuant to
O.C.G.A. 14-2-1403.1(b)*.
*The
statement regarding publication can be provided in a letter or other document
filed with the notice of intent to dissolve, rather than being placed in the
notice. The statement must also
be signed.
There is no filing fee for filing a Notice of Intent to Dissolve, however the entity must be current in its registration and in an active status prior to submitting the Notice of Intent to Dissolve.
No later
than the next business day after the above notice is delivered to the
Corporations Division, the corporation shall mail or deliver a “publication
notice” to the legal organ of the county of the corporation’s registered
office. See O.C.G.A. 14-2-1403.1 regarding preparation and delivery of the notice.
A
corporation may dissolve by filing Articles of Dissolution pursuant to O.C.G.A. 14-2-1408 after its notice of intent to dissolve is filed as specified above (if the
notice was not subsequently revoked) and when all known corporate debts,
liabilities and obligations have been paid or adequate provision therefore has
been made.
The
articles of dissolution must state:
1) the name of the corporation,
2) the date on which the notice of intent to dissolve was filed and a
statement that the notice has not been revoked,
3) that all known debts, liabilities and obligations of the corporation
have been paid or that adequate provision therefore has been made,
4) that all remaining assets of the corporation have been distributed to
the shareholders according to their rights, or that adequate provision has
been made for such distribution, or that remaining assets have been deposited
with the Department of Administrative Services pursuant to O.C.G.A. 14-2-1440,
and
5) that there are no actions pending against the corporation in any court
or that adequate provision has been made for the satisfaction of any judgment,
order or decree that may be ordered against the corporation in any pending
action.
Any
currently due annual registrations must be filed before the corporation can be
dissolved.
The
articles of dissolution must be signed by either the chairman of the board of
directors, an officer, a receiver or trustee if one has been appointed by a
court, or the attorney for the corporation. The signer should state the capacity in which he or she is signing. The signature need not be notarized.
There is no filing fee for filing Articles of Dissolution; however the entity must be current in its registration and in an active status prior to submitting an Intent to Dissolve.
The
original and one copy of the articles of dissolution
should be mailed to: Corporations
Division, 315 West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, GA 30334.
The
effective date of the dissolution is the date the articles are received by the
Secretary of State unless a post-effective date is specified in the articles. Documents are usually reviewed and a Certificate of Dissolution
returned to the applicant within three business days of receipt of the filing. If articles do not comply with requirements of the Georgia Business
Corporation Code they will be returned to the filer for correction. If corrected and returned, the date of dissolution will be the date the
articles were initially received.
The Notice of Intent to Dissolve and the Articles of Dissolution must be filed as separate documents, but can be submitted together. There is no filing fee for filing either the Notice of Intent to Dissolve or Articles of Dissolution; however the entity must be current in its registration and in an active status prior to submitting either document.
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