§ 14-3-1403 — Plan of dissolution

(a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. Subject to subsections (b) and (c) of this Code section, such plan of dissolution may provide for the transfer (whether in-kind or otherwise) of any of the assets, business, and affairs of the corporation to one or more persons who may continue the business and affairs of the dissolving corporation. (b) The plan of dissolution shall provide for distribution of assets as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) Assets received and held by the corporation subject to limitations permitting their use only for specific charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed, to the extent reasonably feasible, to one or more domestic corporations or foreign corporations, trusts, societies, or organizations that are organized and operated for the same or similar purposes as those of the dissolving corporation, and if not reasonably feasible, to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ; (4) Assets held by a charitable corporation shall be distributed to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ; (5) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and (6) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic corporations or foreign corporations as may be provided in the plan of dissolution. (c) A charitable corporation shall comply with the following additional requirements: (1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers its notice of intent to dissolve to the Secretary of State, and such notice to the Attorney General shall include: (A) The plan of dissolution; (B) The net value of the corporation's assets at the time the notice of intent to dissolve is filed with the Secretary of State; and (C) To the extent not already included in the plan of dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients; (2) Unless otherwise notified by the Attorney General, it shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and (3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those persons (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

Legislative History

Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.