Nonprofit Corporation Voluntary Dissolution Filing Requirements in Georgia

At a glance

Requirements one by one

Entity and filing agency

Georgia's ordinary domestic nonprofit route under §§ 14-3-1404 and 14-3-1409 has two filings. The notice of intent begins dissolution; the later articles certify the required winding-up facts before corporate existence ends.

Before activities begin

Section 14-3-1401 permits a majority of incorporators or initial directors to file articles directly only when no members entitled to vote on dissolution have been admitted, activities are limited to routine formation, and the corporation has no net assets. The articles give the name and incorporation date, state the statutory eligibility facts, confirm no debt remains unpaid, and confirm majority authorization. Having stopped operations is different from never having begun them.

Board proposal and approval

With voting members, § 14-3-1402 requires the board to recommend its proposal unless a conflict or other special circumstances justify withholding a recommendation and the board explains why. It may condition submission. Under § 14-3-824, the ordinary board vote is a majority present with a quorum, unless a greater vote applies. The default quorum is a majority of the fixed or prescribed board; governing documents can lower it to no less than one-third.

Without voting members, § 14-3-1402 instead requires a majority of directors in office, unless the articles or bylaws require more. Directors must receive meeting notice stating the dissolution purpose and including the plan or a summary. Section 14-3-822 normally requires at least two days' notice for a special board meeting, subject to the articles and bylaws.

Member votes, quorum, and alternatives

The dissolution threshold in § 14-3-1402 is a majority of all votes entitled to be cast, with greater or class voting possible under the stated governing-document or board provisions. For 100 entitled votes, the ordinary threshold is 51 affirmative votes even if fewer votes are cast.

Section 14-3-722 distinguishes quorum from approval: its default quorum is a majority, but corporations already in existence before July 1, 2023 retain a default 10-percent quorum. The chapter, articles, or bylaws may alter either default. A small quorum does not reduce the dissolution approval denominator.

Unless prohibited or limited, § 14-3-707 permits ballots sent to every eligible member, with sufficient turnout to meet quorum and the approval count required at a corresponding meeting. Solicitation states the responses needed, approval percentage, and return deadline. Section 14-3-708 permits signed consents representing the votes needed if all eligible members attended and voted; required meeting material must be furnished or expressly waived. Notice goes to nonsigners, and approval requiring that notice becomes effective ten days later. Dissolution consent or ballot solicitation includes the plan or a summary under § 14-3-1402.

Notice, plan, and Attorney General

Under §§ 14-3-704 and 14-3-1402, members receive dissolution meeting notice 10–60 days ahead; when mailed by a method other than first-class, registered mail, or statutory overnight delivery, the minimum becomes 30 days. The notice identifies the dissolution purpose. The plan identifies recipients after creditors are paid, and § 14-3-1403 requires an asset-distribution plan.

A charitable corporation must notify the Attorney General at or before delivering its notice of intent to the Secretary of State under § 14-3-1403(c). That notice includes the plan, net asset value at the intent filing, and intended noncreditor recipients and addresses to the extent not already in the plan. Asset transfers must wait 30 days after the Attorney General notice. After all or substantially all transfers, a final list identifies recipients, addresses, and assets received.

Initial and final filing contents

Section 14-3-1404 requires the intent notice to give the corporation's name, authorization date, and member-approval statement if applicable. Section 14-3-1404.1 requires an accompanying certificate, signed by an officer, director, or person acting for the corporation, verifying the publication request and payment.

Final articles under § 14-3-1409 identify the unrevoked intent filing and affirm that known liabilities are paid or adequately provided for, remaining assets are distributed under the plan or deposited with the State Treasurer as specified, pending litigation is absent or adequately provided for, and required Attorney General notice and response time have been given. Charitable corporations must have provided the Attorney General 30 days' notice before this filing.

Section 14-3-120 ordinarily allows the board chair, chief executive officer, or another officer to execute filing documents. It provides incorporator and court-fiduciary alternatives in the specified circumstances and permits an attorney in fact. The signer states a name and capacity; an electronic version of the name can serve for an electronically transmitted document.

Fee and effective time

Section 14-3-122(7) lists no filing fee for articles of dissolution or intent to dissolve. Publication under § 14-3-1404.1 costs $40. The newspaper publishes once a week for two consecutive weeks, starting within ten days of receipt.

After the intent filing, § 14-3-1406 keeps the corporation alive for winding up. Section 14-3-1409(b) ends existence on filing final articles, except for its specified proceedings and actions to protect remedies or resolve claims.

Reversal before the final filing

Section 14-3-1405 permits revocation before the articles of dissolution are filed. Authorization follows the original dissolution procedure unless the original authorization allowed board-only reversal. The filed notice of revocation includes the name, authorization date, appropriate approval statements, and a copy of the original intent notice. Filing makes revocation effective, relating back to the intent filing so affairs may resume as though dissolution proceedings had never occurred.

Winding-up powers and protected assets

Section 14-3-1406 permits collecting assets, disposing of property, providing for liabilities, distributing property under the plan, and other necessary liquidation acts after intent is filed. Section 14-3-1403 honors dissolution-triggered return conditions and protects restricted-purpose assets through its specified recipient rules. It separately requires charitable-corporation assets to go to its cross-referenced eligible recipients.

What trips people up

Section 14-3-1404.1 requires the publication request and payment before filing the intent notice. The signed 2023 revision replaced wording allowing them by the next business day after filing. The accompanying certificate verifies acts already completed; older instructions using the later deadline can reverse the statutory order.

Common questions

Can property-transfer instruments still be signed after final dissolution? Yes. Section 14-3-1409(c) authorizes any two of the last officers or directors to sign deeds or other required transfer instruments.

Does a newspaper's failure to publish automatically invalidate dissolution? Section 14-3-1404.1 says failure to send the notice or payment, or the newspaper's publication failure, does not invalidate dissolution. The section still imposes the publication duties.

Statutes and sources

• O.C.G.A. § 14-3-120(f)-(g) — “The document must be executed: (1) By the chairperson of the board of directors of a domestic corporation or foreign corporation, by its chief executive officer, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or LC 36 5426 (3) If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary; provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs; provided, however, that, if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-122(7) — “(7) Articles of dissolution or intent to dissolve . . . . . . . . . . . . . . . . . . . . . . . . No fee” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1401 — “A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities other than routine formation related activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) That: (A) The corporation has not admitted members entitled to vote on dissolution; (B) The corporation has not commenced activities; and (C) The corporation has no net assets; (4) That no debt of the corporation remains unpaid; and (5) That a majority of the incorporators or initial directors authorized the dissolution.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1402 — “(a) A corporation's board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows: (1) For a proposal to dissolve to be adopted: LC 36 5426 (A) The board of directors must recommend dissolution to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its determination to the members; and (B) The members entitled to vote must approve the proposal to dissolve as provided in paragraph (4) of this subsection; (2) The board of directors may condition its submission of the proposal for dissolution on any basis; (3) The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with Code Section 14-3-704. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; (4) Unless the articles of incorporation, the bylaws, or the board of directors acting pursuant to paragraph (2) of this subsection requires a greater vote or vote by classes, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal; and (5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (b) Unless the articles of incorporation or bylaws require a greater vote, if the corporation does not have members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Code Section 14-3-822. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. LC 36 5426 (c) The plan of dissolution shall conform to the requirements of Code Section 14-3-1403 and shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-704(c) — “of this Code section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (2) of subsection (c) of this Code section must be given as provided in subsection (c) of this Code section. (c) Notice is fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten days (or if notice is mailed by other than first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under Code Section 14-3-855, 14-3-856, 14-3-863, 14-3-1003, 14-3-1021, 14-3-1103, 14-3-1202, or 14-3-1402; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-707(a),(c)-(d) — “(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot in writing or by electronic transmission to every member entitled to vote on the matter. Approval by ballot in writing or by electronic transmission pursuant to this Code section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by ballot in writing or by electronic transmission shall: LC 36 5426 (1) Indicate the number of responses needed to meet the quorum requirements; (2) State the percentage of approvals necessary to approve each matter other than election of directors; and (3) Specify the time by which a ballot must be received by the corporation in order to be counted.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-708(a)-(e) — “(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members who would be entitled to vote at a meeting and who have voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing the requisite number of votes, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) No consent in writing or by electronic transmission signed under this Code section shall be valid unless: (1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or (2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished. LC 36 5426 (c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent. (d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. Except as otherwise provided in the articles or bylaws, whenever this chapter or the articles or bylaws require a signature of a member, the signature may be a manual, facsimile, conformed, or electronic signature. (e) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If such written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-722(a),(d) — “(a) Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter. Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter. (d) Notwithstanding subsection (a) of this Code section, for a corporation in existence prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-822(b) — “Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-824(a)-(c) — “(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors. LC 36 5426 (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. (e) The right of dissent or abstention is not available to a director who votes in favor of the action taken. (f) No director shall vote by proxy at a meeting of the board of directors.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1403 — “(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; LC 36 5426 (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) 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. LC 36 5426” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1404 — “Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; and (3) If member approval was required for dissolution, a statement that dissolution was duly approved by the members in accordance with subsection (a) of Code Section 14-3-1402.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1404.1 — “(a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section. (b) Prior to filing the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: 'NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION Notice is given that a notice of intent to dissolve ___ (name of corporation), a Georgia nonprofit corporation with its registered office at LC 36 5426 ___ (address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.' The notice may also include the information specified in Code Section 14-3-1408. The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1405 — “(a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution. (b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action. (c) After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth: (1) The name of the corporation; (2) The date that the revocation of dissolution proceedings was authorized; (3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect; LC 36 5426 (4) If the corporation's board of directors revoked the dissolution proceedings authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (5) If member action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-3-1404. (d) Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed. (e) When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1406 — “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, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its members in accordance with the plan of dissolution; and (5) Doing every other act necessary to wind up and liquidate its business and affairs.” Georgia signed legislation. Accessed 2026-09-29.

• O.C.G.A. § 14-3-1409 — “(a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked, and for charitable corporations after providing the Attorney General 30 days' notice in accordance with subsection (c) of Code Section 14-3-1403, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor; (4) A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440; (5) A statement 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 which may be entered against it in any pending action; and (6) A statement that, if required, it notified the Attorney General of its intent to dissolve and has given the Attorney General time to respond in accordance with subsection (c) of Code Section 14-3-1403. LC 36 5426 (b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the members, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name. (c) 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 and shall operate to convey the interest of the corporation in the real estate or other property described.” Georgia signed legislation. Accessed 2026-09-29.