Decree of dissolution

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve. 516 14-2-1433 (b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with Code Section 14-2-1405. Winding up the business of a corporation judicially dissolved may include the corporation’s proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-2-1406 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-2-1407 for publication in accordance with subsection (b) of Code Section 14-2-1403.1. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-2-1406 and 14-2-1407, respectively. (c) When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its shareholders or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution. (Code 1981, § 14-2-1433, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 25; Ga. L. 2001, p. 796, § 2; Ga. L. 2010, p. 863, § 2/SB 296.) COMMENT Source: Model Act, § 14.33. This replaces provisions previously found in §§ 14-2-290 & 14-2-291. A court decree ordering that a corporation be dissolved involuntarily has the same legal effect as filing a notice of intent to dissolve. Subsection (a) requires that the Secretary of State receive and file a copy of the decree. Thereafter the corporation’s business and affairs are to be wound up as provided in Sections 14-2-1405, 14-2-1406, and 14-2-1407. The completion of the judicially supervised dissolution has the same effect as filing articles of dissolution, as provided in subsection (c). Subsection (b) provides for notification of claimants in the manner provided in §§ 14-2-1406 and 14-2-1407. Those sections contain time limits that cut off claims. See the Comments to Sections 14-2-1406 and 14-2-1407. Note to 1990 Amendment The 1990 amendment clarifies that judicially dissolved corporations may provide notice to known and unknown claimants pursuant to the notice provisions of §§ 14-2-1406 and 14-2-1407, respectively. Cross-References Articles of dissolution, see § 14-2-1408. Claims, see §§ 14-2-1406 & 14-2-1407. Custodianship, see §§ 14-2-1431 & 14-2-1432. ‘‘Deliver’’ includes mail, see § 14-2-140. Deposit with Office of State Treasurer, see § 14-2-1440.