Articles of dissolution

(a) If a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; 494 14-2-1408 (2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor; (4) A statement that all remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests, or that adequate provision has been made therefor, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440; and (5) A statement 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 which may be entered against it in any pending action. (b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the shareholders, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name. (c) Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described. (Code 1981, § 14-2-1408, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 63; Ga. L. 1990, p. 257, § 23; Ga. L. 2001, p. 796, § 1; Ga. L. 2010, p. 863, § 2/SB 296.) COMMENT Source: Former §§ 14-2-4(e), 14-2-281, 14-2-282(g), 14-2-292 and 14-2-293. This section contemplates the filing of articles of dissolution at the completion of the winding up process. It follows the general pattern of Sections 92, 93b and 105 of the Model Act 2d (1969). Subsection (a) provides that before articles of dissolution can be filed all known debts must have been paid or provided for, or discharged. Subsection (a) also specifies the contents of articles of dissolution, and is based on former § 14-2-281. It requires affirmation that the conditions precedent, discussed above, have been complied with, and adequate provision made for known claims. Subsection (b) is drawn from former § 14-2-282(g) and former § 14-2-293, which were based on former Model Act 2d §§ 93 and 105. The purpose of this section is to indicate that while corporate existence is deemed to end for most purposes at the 495 14-2-1408 CORPORATIONS & PARTNERSHIPS 14-2-1408 time of filing of articles of dissolution, its existence continues for purposes of legal actions. Thus the corporation can continue to sue and be sued in its corporate name, and to defend claims against it. As noted in the Comment to Section 14-2-1405, Article 14 dissolution proceedings do not have any of the characteristics of common law dissolution, which treated corporate dissolution as analogous to the death of a natural person and abated lawsuits, vested equitable title to corporate property in the shareholders, imposed the fiduciary duty of trustees on directors who had custody of corporate assets, and revoked the authority of the registered agent. This implements the statutory scheme of Sections 14-2-1406 and 14-2-1407, which contemplate the possibility of post-dissolution claims being brought against the corporation. Subsection (c) preserves former § 14-2-4(e), and specifies the officials who have the power to convey property for dissolved corporations, a matter frequently not specified by the corporation itself. Note to 1989 Amendment The 1989 amendment changed subsection (b) to add the phrase, ‘‘which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration,’’ after the reference to ‘‘actions or other proceedings.’’ This was to clarify that even after the corporation lacks a registered agent, the executive officers of the corporation can be served with process for the corporation. Note to 1990 Amendment The 1990 amendment deleted a requirement that the articles of dissolution set forth a statement that a notice to creditors has been published in accordance with § 14-2-1407. Such a requirement is inconsistent with the optional nature of the notice to claimants procedures specified by § 14-2-1407. Cross-References Articles of dissolution filed by incorporators or initial directors, see § 14-2-1401. Claims against dissolved corporation, see §§ 14-2-1406 & 14-2-1407. Effect of notice of intent to dissolve, see § 14-2-1405. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Notice of intent to dissolve, see § 14-2-1403.