Title 14, Chapter 3, Section 1409
( 14-3-1409)
(a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may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a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations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 Treasury and Fiscal Services 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. (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. |