Voluntary dissolution of a corporation in Georgia is governed by O.C.G.A. §§ 14-2-1401-1410 .
Pursuant to those sections, a majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution. A corporation’s board of directors may propose dissolution for submission to the shareholders. The board of directors may condition its submission of the proposal for dissolution on any basis.
The proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal, unless the articles of incorporation or the board of directors requires a greater vote or a vote by voting groups. The corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve. Upon approval of a proposal for dissolution, a corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs.
When all known debts, liabilities, and obligations of the corporation have been paid and discharged, if a notice of intent to dissolve has not been revoked, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution.
Upon filing of articles of dissolution the corporation shall cease to exist except for the purpose of actions or other proceedings. Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation. A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date.
Otherwise, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years, and ending 20 years, immediately following the expiration date and filing with the Secretary of State an affidavit attested by one or more of its officers or directors.
However, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If the name of the corporation has been assumed, reserved, or registered by any other person or corporation during the period between expiration and revival, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.