Procedure for judicial dissolution

(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-2-1430 lies in the county where a corporation’s registered office is or was last located. (b) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to 513 14-2-1431 CORPORATIONS & PARTNERSHIPS 14-2-1431 preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (Code 1981, § 14-2-1431, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 14.31. This replaces provisions previously found in §§ 14-2-284 & 285. Sections 14-2-1430 and 14-2-1431 designate the attorney general as the officer to bring suits for involuntary dissolution by the state. Section 14-2-1430(1) specifies the grounds for such actions. Subsection (a) requires that suits brought for judicial dissolution must be brought where the corporation’s registered office is located or, if not located in this state, where its registered office is or was last located. These preserve the venue requirements of former §§ 14-2-284(c) and 285(b). Subsection (b) provides that directors and shareholders are not necessary parties to a dissolution action, which follows former § 14-2-285(c). Subsection (c) is similar to former § 14-2-286(a), in setting out the general powers of courts in dissolution proceedings. This confirms the general powers of a court of equity to protect the legal rights of interested parties. Cross-References Custodian, see § 14-2-1432. ‘‘Principal office’’: defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. ‘‘Proceeding’’ defined, see § 14-2-140. Receiver, see § 14-2-1432.