Title 14, Chapter 2, Section 1402
(a) A corporation's board of directors may propose dissolution for
submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the
shareholders 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 shareholders; and
(2) The shareholders entitled to vote must approve the proposal to
dissolve as provided in subsection (e) of this Code section.
(c) The board of directors may condition its submission of the
proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of directors
(acting pursuant to subsection (c) of this Code section) requires a
greater vote or a vote by voting groups, the proposal to dissolve to
be adopted must be approved by a majority of all the votes entitled
to be cast on that proposal.