Corporation Voluntary Dissolution and Closure Packet

GEORGIA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent Georgia domestic profit corporation. Do not use for a nonprofit corporation, limited liability company, foreign corporation, judicial or disputed dissolution, insolvency or bankruptcy, regulated entity, merger, administrative dissolution, or unresolved authority or ownership dispute.

Georgia uses two different voluntary routes. A corporation that has not issued shares or has not commenced business may use the direct § 14-2-1401 / Form CD 400 route. A corporation using shareholder-approved dissolution must file a notice of intent, complete winding up, and then file articles of dissolution under §§ 14-2-1402 through 14-2-1408.

Separate systems remain separate. Secretary of State dissolution filings do not themselves close federal or Georgia tax accounts, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Georgia route below.

1. CORPORATION AND ROUTE CHECK

Before selecting a route:

☐ Obtain the current articles and amendments, bylaws, stock ledger, shareholder agreements, board records, and Secretary of State record.

☐ Confirm domestic profit-corporation status and whether every annual registration due has been filed. The Secretary of State FAQ states that an entity must be current on all annual registrations before voluntary dissolution.

☐ Confirm solvency and inventory taxes, payroll, employees, benefits, contracts, leases, debt, liens, guarantees, litigation, licenses, permits, insurance, data, unclaimed property, titled assets, real estate, and foreign qualifications.

2. AUTHORIZATION GATE

Select one route only.

Route A — direct dissolution under § 14-2-1401

Use only if the corporation has not issued shares or has not commenced business.

☐ A majority of the incorporators or initial directors authorized dissolution.

☐ No corporate debt remains unpaid.

☐ If shares were issued, the net assets remaining after winding up were distributed to the shareholders.

☐ Prepare current Form CD 400 or articles containing the corporation name, incorporation date, qualifying no-share or no-business statement, no-unpaid-debt statement, any required asset-distribution statement, and authorization statement.

This route does not require the notice of intent used in Route B.

Route B — board proposal and shareholder approval under § 14-2-1402

☐ The board proposed dissolution for submission to shareholders.

☐ The board transmitted its recommendation to approve, unless conflicts of interest or other special circumstances caused it to transmit the basis for refraining from a recommendation or recommending rejection.

☐ Each shareholder entitled to vote received meeting notice stating that a purpose of the meeting was to consider dissolution.

☐ Unless the articles or the board's submission condition requires a greater vote or voting-group approval, a majority of all votes entitled to be cast approved the proposal.

Approval record

The board has reviewed the corporation's assets, liabilities, claims, contracts, tax accounts, employee obligations, and winding-up plan and adopts the following resolutions:

RESOLVED, that the board proposes voluntary dissolution of [CORPORATION] and submits the proposal to the shareholders entitled to vote;

RESOLVED, that [NAME / TITLE] will supervise filings and winding up, subject to board oversight;

RESOLVED, that after the notice of intent becomes effective, the corporation will cease ordinary business except as appropriate to wind up and liquidate;

RESOLVED, that Articles of Dissolution may be filed only after the responsible officers and counsel confirm the conditions and statements required by § 14-2-1408.

3. NOTICE OF INTENT AND PUBLICATION — ROUTE B

3.1 Secretary of State filing

Prepare current Form CD 410 or a compliant notice stating:

☐ exact corporate name and control number;

☐ date dissolution was authorized;

☐ that shareholder approval was duly obtained under § 14-2-1402, if required;

☐ effective-on-filing or a reviewed delayed effective date and time; and

☐ the publication undertaking required by § 14-2-1403.1.

Retain the accepted notice and its effective date. Sections 14-2-1404 and 14-2-1405 make that date important for revocation and winding-up authority.

3.2 Publication under § 14-2-1403.1

No later than the next business day after filing the notice of intent, mail or deliver the statutory publication request and payment to a qualifying newspaper for the county of the registered office.

☐ Correct registered-office county and qualifying newspaper confirmed.

☐ Publication request uses the statutory notice substantially as prescribed.

☐ $40 publication payment accompanies the request.

☐ Request sent no later than the next business day after filing.

☐ Proof that the notice ran once a week for two consecutive weeks, beginning within ten days after the newspaper received it, retained.

The required publication must not be confused with the optional unknown-claims language in § 14-2-1407. If using that optional claims procedure, have Georgia counsel add every required statement before publication.

4. WINDING-UP WORKPLAN

After filing the notice of intent, § 14-2-1405 allows the corporation to continue only for appropriate winding-up and liquidation work, including collecting assets, disposing of property not distributed in kind, discharging or providing for liabilities, distributing the lawful remainder, and completing other necessary winding-up acts.

4.1 Operations and authority

☐ Stop new ordinary-course business except as appropriate to preserve value and wind up.

☐ Preserve corporate records, accounting access, registered-office coverage, insurance, cybersecurity, and litigation holds.

☐ Collect receivables and deposits; address contracts, leases, intellectual property, real estate, vehicles, equipment, and other assets.

☐ Complete employee notices, final wages and expenses, payroll, benefits, continuation coverage, unemployment, and workers' compensation work.

☐ File final federal, Georgia, local, and foreign returns and reports; close permits and tax accounts only after confirming no further duty remains.

4.2 Known claims — optional § 14-2-1406 procedure

Do not send a purported statutory bar notice unless counsel verifies every element. A compliant written notice must describe the required claim information, give a mailing address, set a receipt deadline at least six months after the notice's effective date, state the consequence of missing it, and promise acceptance or rejection notice for timely claims within six months after the claim deadline.

A timely rejected claimant has one year from the rejection notice's effective date to commence an enforcement proceeding. The § 14-2-1406 procedure does not cover contingent liability or a claim based on an event occurring after the notice of intent was filed.

4.3 Unknown and later claims — optional § 14-2-1407 procedure

Section 14-2-1407 permits reviewed claims language to be included in the published notice. Its rules distinguish existing noncontingent claims from contingent and later-arising claims, use different two-year and five-year periods, and preserve limited recourse to undistributed corporate assets and certain liquidation distributions.

☐ Counsel determined whether to use the optional § 14-2-1407 procedure.

☐ Exact statutory text, publication date, claim classifications, insurance, reserves, and shareholder-distribution exposure reviewed before relying on any bar date.

Do not paraphrase the statutory bar language in a live notice and do not release reserves merely because one period expired.

4.4 Liability, reserve, and distribution ledger

Pay and discharge all known debts, liabilities, and obligations, or make adequate provision for them, before filing final articles. Address pending actions and any judgment, order, or decree that may be entered.

Distribute remaining property only in accordance with shareholder rights and after required payment or provision.

5. REVOCATION GATE

Before Articles of Dissolution are filed, § 14-2-1404 permits revocation authorized in the same manner as dissolution, unless the original authorization permitted board-only revocation.

If revoking:

☐ authorization route documented;

☐ notice of revocation and a copy of the notice of intent prepared with the required statements;

☐ filing acceptance retained; and

☐ no Articles of Dissolution filed.

An effective revocation relates back to the notice of intent's effective date, and the corporation resumes business as if dissolution proceedings had not occurred.

6. COMPLETION CERTIFICATE — ROUTE B

The undersigned officers report to the board:

☐ the Notice of Intent to Dissolve was filed and has not been revoked;

☐ statutory publication was timely requested and the proof is retained;

☐ ordinary business ceased except for appropriate winding-up activity;

☐ all known debts, liabilities, and obligations were paid and discharged or adequately provided for;

☐ remaining property and assets were distributed according to shareholder rights or adequately provided for;

☐ there are no pending court actions, or adequate provision exists for any judgment, order, or decree that may be entered;

☐ employee, tax, permit, contract, property, insurance, data, record, and foreign-qualification tasks are complete or supported by retained authority and reserves; and

☐ current Form CD 412 accurately states each required fact.

Officer: [________________] Title: [________________] Date: [__/__/____]

Director approval of completion: [________________] Date: [__/__/____]

7. ARTICLES OF DISSOLUTION — ROUTE B

Prepare current Form CD 412 or compliant articles stating:

☐ exact corporate name and control number;

☐ filing date of the Notice of Intent to Dissolve;

☐ notice of intent has not been revoked;

☐ all known debts, liabilities, and obligations were paid and discharged or adequately provided for;

☐ remaining property and assets were distributed according to shareholder rights, adequately provided for, or handled through the statutory State Treasurer option after counsel's review;

☐ no actions are pending in any court, or adequate provision exists for any judgment, order, or decree that may be entered;

☐ effective-on-filing or reviewed delayed effective date and time selected; and

☐ authorized signature, signer capacity, filing channel, and any current service charge rechecked.

The current Secretary of State form permits the Notice of Intent and Articles of Dissolution to be submitted simultaneously if every required winding-up statement is already true. Do not use simultaneous filing to bypass actual payment, provision, or distribution work.

8. POST-DISSOLUTION RECORD

Upon filing Articles of Dissolution, § 14-2-1408 provides that the corporation ceases to exist except for specified proceedings and actions to protect corporate claims or defend, compromise, or settle claims. Proceedings may continue in the corporate name. Do not continue ordinary business.

☐ Retain accepted filings, publication proof, approval records, claim notices, claim ledger, tax filings, asset and distribution ledger, reserve support, contracts, insurance, payroll and benefit records, and final financial statements.

☐ Calendar claim, tax, employment, environmental, contract, insurance, and litigation-hold periods separately.

☐ If a deed or other transfer instrument must be executed after dissolution, obtain Georgia counsel's review of § 14-2-1408(c) before signature.

SOURCES AND REFERENCES

• Public-domain O.C.G.A. release 86 — Title 14 (November 2022 baseline)
• Georgia Secretary of State — Georgia Business Forms
• Georgia Secretary of State — Form CD 400, Articles of Dissolution of Non-Commenced Profit Corporation
• Georgia Secretary of State — Form CD 410, Notice of Intent to Dissolve
• Georgia Secretary of State — Form CD 412, Articles of Dissolution
• Georgia Secretary of State — Business Division FAQ
• Georgia Governor — signed SB 148 (Act 260, 2023), limited to nonprofit Chapter 3 and conforming provisions

Verified 2026-08-25. The November 2022 O.C.G.A. baseline was bridged through a section-by-section post-2022 bill sweep. No enacted amendment to §§ 14-2-1401 through 14-2-1408 or § 14-2-1403.1 was found. Recheck the current forms, online workflow, annual-registration status, newspaper qualification, charges, and any later legislation immediately before use.