Title 46, Chapter 3, Section 428
( 46-3-428)
(a) The electric membership corporation shall cause the original articles of dissolution and two conformed copies of the articles to be delivered to the Secretary of State for filing as provided in subsection (a) of Code Section 46-3-174. (b) Together with the articles of dissolution, the electric
membership corporation shall cause to be delivered to the Secretary
of State: (1) The electric membership corporation's certification that all
tax returns which were due the state on the day of delivery of the
articles of dissolution to the Secretary of State have been filed,
such certification to be attached to the articles; (2) Payment to the Secretary of State of the fee provided for in Code Section 46-3-501; and (3) A check, draft, or money order in the amount of $16.00,
payable to the clerk of the superior court of the county where the
registered office of the electric membership corporation is
located on the day of delivery of the articles of dissolution to
the Secretary of State, in payment of the cost of filing the
articles of dissolution in the county. (c) Upon delivery of the articles of dissolution to the Secretary of
State, the Secretary of State shall affix thereon the hour, day,
month, and year of delivery. Not later than the close of business on
the first business day following the day of delivery, the Secretary
of State shall either issue a certificate of dissolution in the
manner provided in this Code section or reject the articles in the
manner provided in this Code section. (d) If the Secretary of State finds that the articles of dissolution appear to be in proper form for filing and are accompanied by the other items required by subsection (b) of this Code section, he shall, in addition to the requirements of subsection (a) of Code Section 46-3-174: (1) Issue a certificate of dissolution which shall state that the
electric membership corporation has been dissolved by the filing
of articles of dissolution in the office of the Secretary of State
and the fees paid therefor, as provided by law, and attach the
certificate to one conformed copy of the articles of dissolution; (2) Return the certificate of dissolution with the conformed copy
of the articles of dissolution attached thereto to the electric
membership corporation or its representative. A copy of the
certificate of dissolution shall be attached to the original
articles of dissolution; and (3) Forward a conformed copy of the articles of dissolution with a
copy of the certificate of dissolution attached thereto, along
with the check, draft, or money order provided for in paragraph
(3) of subsection (b) of this Code section, to the clerk of the
superior court in the county where the registered office of the
electric membership corporation is located, within four business
days after the articles of dissolution have been delivered to the
Secretary of State for filing.
(e) If the Secretary of State finds that the articles of dissolution
do not appear to be in proper form for filing or are not accompanied
by the other items required by subsection (b) of this Code section,
he shall reject the articles for filing and shall immediately notify
the electric membership corporation or its representative of such
rejection by mailing a notice no later than the close of business on
the first business day following the day of delivery of the articles
of dissolution for filing. This notice shall specify the reason or
reasons for rejection of the articles of dissolution; and the
articles and all accompanying materials shall be returned therewith. (f) The conformed copy of the articles of dissolution, with a copy
of the certificate of dissolution attached thereto, provided for in
paragraph (3) of subsection (d) of this Code section shall be filed
upon receipt by the clerk of the superior court of the county where
the registered office of the electric membership corporation is
located. Failure on the part of the Secretary of State to mail the
conformed copy of the articles of dissolution or failure on the part
of the clerk of the superior court to comply with this subsection
shall not invalidate the issuance of the certificate of dissolution
by the Secretary of State. (g) If the Secretary of State issues a certificate of dissolution, and after the electric membership corporation or its representative has filed a copy of its statement of intent to dissolve with the state revenue commissioner, the existence of the electric membership corporation shall cease as of the time of delivery to the Secretary of State of the articles of dissolution so certified, except for the purpose of court actions, other proceedings, and appropriate corporate actions by members, directors, and officers as provided in Code Section 46-3-439. |