Judicial corporate dissolution of corporations in Georgia is governed by O.C.G.A. §§ 14-2-1430-1433.
The superior court may dissolve a corporation in a proceeding by the Attorney General if it is established that:
1. the corporation obtained its articles of incorporation through fraud; or
2. the corporation has continued to exceed or abuse the authority conferred upon it by law;
The superior court may dissolve a corporation in a proceeding by a shareholder if it is established that:
- The directors are deadlocked in the management of the corporation and the corporate affairs can no longer be conducted to the advantage of the shareholders.
- The directors of the corporation have acted in an illegal or fraudulent manner in connection with the operation or management of the business and affairs of the corporation.
- The shareholders have failed to elect successors to directors whose terms have expired, for a period that includes at least two consecutive annual meeting dates.
- The corporate assets are being misapplied or wasted.
The superior court may dissolve a corporation in a proceeding by a creditor if it is established that:
The creditor’s claim has been reduced to judgment that has been returned unsatisfied, and the corporation is insolvent; or
The corporation has admitted in writing that the creditor’s claim is due.
If the court determines that one or more grounds for judicial dissolution described 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. After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs.
The court shall enter a decree of dissolution, when the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged and all of its remaining assets distributed to its shareholders. Upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.