Board Consent: Dissolution
(GA Corporation)

Summary

This template Board Consent: Dissolution may be used by the board of directors of a Georgia corporation to adopt a resolution authorizing the voluntary dissolution of the corporation. This template includes practical guidance, drafting notes, and an alternate clause. In Georgia, a corporation may be voluntarily dissolved by a majority of its initial board of directors or its incorporators if it has not issued shares or has not commenced business, by filing articles of dissolution with the secretary of state. O.C.G.A. § 14-2-1401. After the issuance of shares, the board of directors must recommend dissolution to the shareholders, and the shareholders entitled to vote on the matter must approve the proposal. The board may condition the submission of the proposal for dissolution on any basis. O.C.G.A. § 14-2-1402. Upon approval for dissolution, the corporation may commence dissolution by delivering a notice of intent to dissolve with the secretary of state. Once a notice of intent to dissolve has been filed, the corporation continues its corporate existence only to wind up its affairs and liquidate its business. See O.C.G.A. § 14-2-1405. If the notice of intent to dissolve is not revoked and after all known debts, liabilities, and obligations of the corporation have been paid and discharged or adequately provided for, the corporation may dissolve by filing articles of dissolution with the secretary of state. O.C.G.A. § 14-2-1408. For a sample dissolution plan and shareholders' consent and minutes templates, see Plan of Dissolution (GA Corporation), Shareholders' Consent: Dissolution (GA Corporation), and Shareholders' Minutes: Special Meeting Approving Dissolution (GA Corporation).