Title 14, Chapter 3, Section 1403
( 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. (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 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 one or more domestic or foreign corporations, trusts,
societies, or organizations engaged in activities substantially
similar to those of the dissolving corporation; (4) 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 (5) Any remaining assets may be distributed to such persons,
trusts, societies, organizations, or domestic or foreign
corporations as may be provided in the plan of dissolution. (c) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 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 articles of
dissolution to the Secretary of State; (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 (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. |