reglab/housing_qa huggingface dataset:
GA Code § 14-3-1408 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1408. Request for Presentation of Claims; Enforcement of Claims; When Claims Barred

  A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.   The request must:   Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice.     If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice except:   Claims that are contingent at the time of the filing of the notice of intent to dissolve; and   Claims that arise after the filing of the notice of intent to dissolve.     If a corporation in dissolution publishes a newspaper notice containing the information specified in subsection (b) of this Code section, a claim against the corporation not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its members, officers, directors, and distributees unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later.   Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section:   Against the corporation, to the extent of its undistributed assets; or   If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of such distributee's pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him or her.       (Code 1981, §14-3-1408, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 57.)
GA Code § 14-3-1409 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1409. Articles of Dissolution

  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:   The name of the corporation;   The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked;   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;   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 the State Treasurer as provided in Code Section 14-3-1440;   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   A statement that, if required, it notified the Attorney General of its intent to dissolve.     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.   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.     (Code 1981, §14-3-1409, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2001, p. 796, § 4; Ga. L. 2010, p. 863, § 2/SB 296.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2454 et seq.
GA Code § 14-3-1409.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1409.1. Claims Pending Prior to Dissolution of a Corporation

 The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-3-1430 and 14-3-1433, shall not take away or impair any remedy available to such corporation, its directors, officers, or members for any right or claim existing prior to such dissolution if an action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.    (Code 1981, §14-3-1409.1, enacted by Ga. L. 2004, p. 508, § 58; Ga. L. 2010, p. 878, § 14/HB 1387.)   Code Commission notes.   - Pursuant to Code Section 28-9-5, in 2004, "corporate" was substituted for "corporation" in the third sentence.
GA Code § 14-3-1410 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-3-1410. Revival of Corporation After Dissolution by Expiration of Period of Duration

  A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration.   If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows:   That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and   That the revival will not injure the corporation's members, creditors, or the public.     As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date.If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.     (Code 1981, §14-3-1410, enacted by Ga. L. 1991, p. 465, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2478 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 68.
GA Code § 14-3-1420 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-3-1420. Grounds for Administrative Dissolution

 The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if:    The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution;   The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;   The corporation is without a registered agent or registered office in this state for 60 days or more;   The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or   The corporation pays a fee as required to be collected by the Secretary of State pursuant to the Code by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.     (Code 1981, §14-3-1420, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1993, p. 1231, § 28.)   Law reviews.   - For article, "The Development of Nonprofit Corporation Law and an Agenda for Reform," see 34 Emory L.J. 617 (1985). For note on 1993 amendment of this Code section, see 10 Ga. St. U. L. Rev. 74 (1993).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2478 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 945, 946, 947, 948, 949.
GA Code § 14-3-1421 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-3-1421. Procedure for and Effect of Administrative Dissolution

  If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent.   If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.The Secretary of State shall file the original of the certificate.   A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406.Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication.Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408, respectively.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.     (Code 1981, §14-3-1421, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1423 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 2 - Administrative Dissolution|§ 14-3-1423. Appeal From Denial of Reinstatement

  If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-3-504 with a written notice that explains the reason or reasons for denial.   The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.   The court's final decision may be appealed as in other civil proceedings.     (Code 1981, §14-3-1423, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1430 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-3-1430. Grounds for Judicial Dissolution

 The superior court may dissolve a corporation:    In a proceeding by the Attorney General if it is established that:   The corporation obtained its articles of incorporation through fraud; or   The corporation has continued to exceed or abuse the authority conferred upon it by law;     In a proceeding by a member if it is established that:   The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock;   The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation;   The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or   The corporate assets are being misapplied or wasted;     In a proceeding by a creditor if it is established that:   The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or   The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or     In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;  provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.      (Code 1981, §14-3-1430, enacted by Ga. L. 1991, p. 465, § 1.)   Law reviews.   - For note discussing problems with venue in Georgia, and proposing statutory revisions to improve the resolution of venue questions, see 9 Ga. St. B. J. 254 (1972).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2350 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 914 et seq., 916, 938, 939, 941.   ALR.    - Conclusiveness, as regards venue, of designation of place of business in incorporation papers, 175 A.L.R. 1092.   Dissolving or winding up affairs of corporation domiciled in another state, 19 A.L.R.3d 1279.
GA Code § 14-3-1431 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-3-1431. Procedure for Judicial Dissolution

  Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-3-1430 lies in the county where a corporation's registered office is or was last located.   It is not necessary to make members or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.   A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.     (Code 1981, §14-3-1431, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1432 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-3-1432. Authority to Appoint Receiver or Custodian; Powers and Duties of Receiver or Custodian

  A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.   The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:   The receiver:   May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and   May sue and defend in his own name as receiver of the corporation in all courts of this state; or     The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.     The court, during a receivership, may redesignate the receiver a custodian and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.   The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his attorney from the assets of the corporation or proceeds from the sale of the assets.     (Code 1981, §14-3-1432, enacted by Ga. L. 1991, p. 465, § 1.)
GA Code § 14-3-1433 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 3 - Judicial Dissolution|§ 14-3-1433. Decree of Dissolution

  If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.   After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-3-1406. Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 respectively.   When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its members or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440, the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.     (Code 1981, §14-3-1433, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2001, p. 796, § 5; Ga. L. 2010, p. 863, § 2/SB 296.)
GA Code § 14-3-1440 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 3 - Nonprofit Corporations|Article 14 - Dissolution|Part 4 - Assets of Dissolved Corporation|§ 14-3-1440. Deposit of Assets With Office of the State Treasurer

 Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.    (Code 1981, §14-3-1440, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2001, p. 796, § 6; Ga. L. 2010, p. 863, § 2/SB 296.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2343.   C.J.S.   - 19 C.J.S., Corporations, § 965.