In order to dissolve a corporation in Georgia, the dissolution must be put to a vote and authorized by the shareholders and documents must be filed with Georgia's Secretary of State.
Hold a meeting of the board of directors with the specific purpose of voting on whether or not the corporation should be dissolved. Check the rules in your corporation's bylaws regarding how meetings must be called and how many votes are needed to pass a motion. If the board votes to dissolve the corporation, this decision must be authorized by the corporation's shareholders.
Call a shareholders meeting with the specific purpose of voting on whether to dissolve the corporation. If the board ratifies the dissolution resolution, before the corporation can begin the formal legal steps, the shareholders must authorize the board's decision. Note that if the shareholders are the same as the board of directors (often the case in a small, closely held corporation), only one meeting is needed.
Pay off all debts and complete any legal obligations that are outstanding (such as business contracts with dealers or merchants).
Complete and file the "Notice of Intent to Dissolve" and file it with Georgia's Secretary of State office. Forms are available from the Secretary of State Office. You can also download and print this form off the Internet. Check the Resource section below for a link.
Complete the "Articles of Dissolution" and file it with Georgia's Secretary of State office. Forms are available from the Secretary of State Office. You can also download and print this form off the Internet. Check the Resource section below for a link.
Deliver a "Publication of Notice of Dissolution" to the legal organ of the county where the dissolved corporation's registered office was located. This must be done no later than one business day after the notice of dissolution is filed with the Secretary of State. Legal organs are designated newspapers in the county that publish these notices so that people intending to do business with your dissolved corporation will know that the corporation no longer exists. Use Resource 3 (below) and look up the county to find the name and address of the designated newspaper.
Distribute any remaining assets of the corporation to the shareholders according to the applicable provisions in your corporation's bylaws.
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