Corporations Elections Licensing Securities

Dissolving a Corporation


How is a corporation dissolved?

A corporation dissolves by filing Articles of Dissolution. The applicable Georgia Code sections are O.C.G.A. §§ 14-2-1401 through 14-2-1408. Dissolution is more complex than incorporation, and thus the Corporations Division strongly recommends that filers obtain professional legal, tax and/or business advice to assure the filer’s goals and intentions are met, that requirements of the law are satisfied, and that the shareholders, officers and directors are protected even after the dissolution.

In particular, there are options to consider regarding what should be included when publishing the notice of intent to dissolve, and its effect on the disposition of potential claims against the dissolved corporation and the persons involved in it. See O.C.G.A. §§ 14-2-1406 and 14-2-1407.

There are two different procedures for dissolution. The one to be followed is determined by whether or not the corporation has commenced business and/or issued shares:

A corporation that has not issued shares or has not commenced business may dissolve by filing Articles of Dissolution pursuant to O.C.G.A. § 14-2-1401.

The articles must state:

1) The name of the corporation;

2) The date it was incorporated;

3) That the corporation has not issued shares or that the corporation has not commenced business;

4) That the corporation has no unpaid debts;

5) That any corporate assets remaining after winding up have been distributed to the shareholders (if shares were issued); and

6) That a majority of the incorporators or initial directors authorized the dissolution.

The articles of dissolution must be signed by either the chairperson of the board of directors, an officer, an incorporator if directors have not been selected, a receiver or trustee if one has been appointed by a court, or an attorney in fact. The signer should state the capacity in which he or she is signing. The signature need not be notarized.  

There is no filing fee for filing Articles of Dissolution; however, the entity must be current in its registration and in an active status prior to submitting Articles of Dissolution. Any currently due annual registrations must be filed before the corporation can be dissolved.

The original and one copy of the articles of dissolution should be mailed to: Corporations Division, 237 Coliseum Drive, Macon, GA 31217. 

The effective date of the dissolution is the date the articles are received by the Secretary of State unless a post-effective date is specified in the articles. Documents are usually reviewed and a Certificate of Dissolution returned to the applicant within three business days of receipt of the filing. If articles do not comply with requirements of the Georgia Business Corporation Code they will be returned to the filer for correction. If corrected and returned within 30 days, the date of dissolution will be the date the articles were initially received.

A corporation that has issued shares and commenced business may dissolve by filing a Notice of Intent to Dissolve pursuant to O.C.G.A. § 14-2-1403 and Articles of Dissolution pursuant to O.C.G.A. § 14-2-1408.

After approval of the dissolution the corporation shall deliver a Notice of Intent to Dissolve to the Secretary of State. The notice must state:

1) The name of the corporation;

2) The date the dissolution was authorized;

3) A statement that the dissolution was approved by the shareholders pursuant to O.C.G.A. § 14-2-1402; and

4) A statement that publication of the notice of intent to dissolve will be made pursuant to O.C.G.A. § 14-2-1403.1(b)*.

*The statement regarding publication can be provided in a letter or other document filed with the notice of intent to dissolve, rather than being placed in the notice. The statement must be signed by an officer or any person authorized to act on behalf of the corporation.

There is no filing fee for filing a  Notice of Intent to Dissolve; however, the entity must be current in its registration and in an active status prior to submitting the Notice of Intent to Dissolve.

No later than the next business day after the above notice is delivered to the Corporations Division, the corporation shall mail or deliver a “publication notice” to the legal organ of the county of the corporation’s registered office. See O.C.G.A. § 14-2-1403.1 regarding preparation and delivery of the notice.

A corporation may dissolve by filing Articles of Dissolution pursuant to O.C.G.A. § 14-2-1408 after its notice of intent to dissolve is filed as specified above (if the notice was not subsequently revoked) and when all known corporate debts, liabilities and obligations have been paid and discharged, or adequate provision therefore has been made.

The articles of dissolution must state:

1) The name of the corporation;

2) The date on which the notice of intent to dissolve was filed and a statement that the notice has not been revoked;

3) That all known debts, liabilities and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor;

4) That all remaining assets of the corporation have been distributed to the shareholders according to their respective rights and interests, or that adequate provision has been made for such distribution, or that remaining assets have been deposited with the Office of State Treasurer pursuant to O.C.G.A. § 14-2-1440; and

5) 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 that may be ordered against the corporation in any pending action.

The articles of dissolution must be signed by either the chairperson of the board of directors, an officer, an incorporator if directors have not been selected, a receiver or trustee if one has been appointed by a court, or an attorney in fact. The signer should state the capacity in which he or she is signing. The signature need not be notarized.

There is no filing fee for filing Articles of Dissolution; however, the entity must be current in its registration and in an active status prior to submitting an Intent to Dissolve. Any currently due annual registrations must be filed before the corporation can be dissolved.

The original and one copy of the Notice of Intent to Dissolve and the Articles of Dissolution should be mailed to: Corporations Division, 237 Coliseum Drive, Macon, GA 31217.

The effective date of the dissolution is the date the articles are received by the Secretary of State unless a post-effective date is specified in the articles. Documents are usually reviewed and a Certificate of Dissolution returned to the applicant within three business days of receipt of the filing. If articles do not comply with requirements of the Georgia Business Corporation Code they will be returned to the filer for correction. If corrected and returned within 30 days, the date of dissolution will be the date the articles were initially received.

The Notice of Intent to Dissolve and the Articles of Dissolution must be filed as separate documents, but can be submitted together.  There is no filing fee for filing either the Notice of Intent to Dissolve or Articles of Dissolution; however, the entity must be current in its registration and in an active status prior to submitting either document.

Articles of Dissolution and Instructions:

Notice of Intent to Dissolve


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