reglab/housing_qa huggingface dataset:
GA Code § 14-2-1327 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 14-2-1327. Procedure if Shareholder Dissatisfied With Payment or Offer

  A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate of the fair value of his shares and interest due, if:   The dissenter believes that the amount offered under Code Section 14-2-1325 is less than the fair value of his shares or that the interest due is incorrectly calculated; or   The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.     A dissenter waives his or her right to demand payment under this Code section and is deemed to have accepted the corporation's offer unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this Code section within 30 days after the corporation offered payment for his or her shares, as provided in Code Section 14-2-1325.   If the corporation does not offer payment within the time set forth in subsection (a) of Code Section 14-2-1325:   The shareholder may demand the information required under subsection (b) of Code Section 14-2-1325, and the corporation shall provide the information to the shareholder within ten days after receipt of a written demand for the information; and   The shareholder may at any time, subject to the limitations period of Code Section 14-2-1332, notify the corporation of his own estimate of the fair value of his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due.       (Code 1981, §14-2-1327, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 60; Ga. L. 1990, p. 257, § 21; Ga. L. 1993, p. 1231, § 19.)   Law reviews.   - For annual survey of cases discussing business associations, see 57 Mercer L. Rev. 49 (2005). For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2192 et seq.   ALR.    - Construction and effect of provision for payment of dissenting stockholders in statutes relating to merger, consolidation, or reorganization of banks or other corporations, 162 A.L.R. 1237; 174 A.L.R. 960.   Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.
GA Code § 14-2-1330 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 3 - Judicial Appraisal of Shares|§ 14-2-1330. Court Action

  If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.   The corporation shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a corporation's registered office is located. If the surviving corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.   The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their shares.The corporation shall serve a copy of the petition in the proceeding upon each dissenting shareholder who is a resident of this state in the manner provided by law for the service of a summons and complaint, and upon each nonresident dissenting shareholder either by registered or certified mail or statutory overnight delivery or by publication, or in any other manner permitted by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the "Georgia Civil Practice Act," applies to any proceeding with respect to dissenters' rights under this chapter.   Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus interest to the date of judgment.     (Code 1981, §14-2-1330, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 61; Ga. L. 1993, p. 1231, § 20; Ga. L. 2000, p. 1589, § 3.)   Editor's notes.   - Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000.   RESEARCH REFERENCES   ALR.   - Conclusiveness of statement or decision of accountant or similar third person under contract between others requiring property to be valued by him, 50 A.L.R.2d 1268.   Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like, 48 A.L.R.3d 430.
GA Code § 14-2-1331 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 3 - Judicial Appraisal of Shares|§ 14-2-1331. Court Costs and Counsel Fees

  The court in an appraisal proceeding commenced under Code Section 14-2-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court shall assess the costs against the corporation, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Code Section 14-2-1327.   The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable:   Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Code Sections 14-2-1320 through 14-2-1327; or   Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.     If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.     (Code 1981, §14-2-1331, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   ALR.   - Attorneys' fees and other expenses incident to controversy respecting internal affairs of corporation as charge against the corporation, 39 A.L.R.2d 580.
GA Code § 14-2-1332 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 13 - Dissenters' Rights|Part 3 - Judicial Appraisal of Shares|§ 14-2-1332. Limitation of Actions

 No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of Code Section 14-2-1320 and Code Section 14-2-1322.    (Code 1981, §14-2-1332, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1401 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1401. Dissolution by Incorporators or Initial Directors

 A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:    The name of the corporation;   The date of its incorporation;   Either that:   None of the corporation's shares has been issued; or   The corporation has not commenced business;     That no debt of the corporation remains unpaid;   That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and   That a majority of the incorporators or initial directors authorized the dissolution.     (Code 1981, §14-2-1401, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "Comparison of Features of Old and New Business Corporation Laws Relating to Domestic Corporations," see 5 Ga. St. B. J. 13 (1968).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2345.   C.J.S.   - 19 C.J.S., Corporations, §§ 920, 921.
GA Code § 14-2-1402 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1402. Dissolution by Board of Directors and Shareholders

  A corporation's board of directors may propose dissolution for submission to the shareholders.   For a proposal to dissolve to be adopted:   The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolution, unless the board of directors makes the recommendation that because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against dissolution, in which case the board of directors shall transmit to the shareholders the basis for such determination; and   The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.     The board of directors may condition its submission of the proposal for dissolution on any basis.   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.   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.     (Code 1981, §14-2-1402, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2006, p. 825, § 17/SB 469.)   Editor's notes.   - Ga. L. 2006, p. 825, § 17/SB 469, purported to amend subsection (b), but actually amended paragraph (b)(1).   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, §§ 2344, 2346 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 920.
GA Code § 14-2-1403 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1403. Notice of Intent to Dissolve

 Upon approval of a proposal for dissolution pursuant to Code Section 14-2-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth:    The name of the corporation;   The date dissolution was authorized;   If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with Code Section 14-2-1402.     (Code 1981, §14-2-1403, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2361 et seq.
GA Code § 14-2-1403.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1403.1. Publication of Notice of Intent to Dissolve

  Together with the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall deliver to the Secretary of State an undertaking (which may appear in the notice of intent to dissolve or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor will be made as required by subsection (b) of this Code section.   No later than the next business day after filing the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:  The notice may also include the information specified in Code Section 14-2-1407.The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication.The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.
GA Code § 14-2-1404 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1404. Revocation of Dissolution Proceedings

  A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.   Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.   After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth:   The name of the corporation;   The date that the revocation of dissolution proceedings was authorized;   If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;   If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403.     Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.   When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.     (Code 1981, §14-2-1404, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 62.)
GA Code § 14-2-1405 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1405. Effect of Notice of Intent to Dissolve

 A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:    Collecting its assets;   Disposing of its properties that will not be distributed in kind to its shareholders;   Discharging or making provision for discharging its liabilities;   Distributing its remaining property among its shareholders according to their interests; and   Doing every other act necessary to wind up and liquidate its business and affairs.     (Code 1981, §14-2-1405, enacted by Ga. L. 1988, p. 1070, § 1.)   Cross references.   - Bringing of actions for collection of income taxes from assets of dissolved corporation, § 48-7-83.   Law reviews.   - For comment on Taylor v. R.O.A. Motors, Inc., 108 Ga. App. 635, 134 S.E.2d 486 (1963), as to foreign corporation's amenability to suit after dissolution, see 15 Mercer L. Rev. 498 (1964).   RESEARCH REFERENCES   ALR.    - Power of corporation after expiration or forfeiture of its charter; effects of dissolution, 97 A.L.R. 477.    Dissolution of corporate lessee as affecting lease and rights and liabilities incident thereto, 147 A.L.R. 360.   Dissolved corporation's power to participate in arbitration proceedings, 71 A.L.R.2d 1121.   Similarity of ownership or control as basis for charging corporation acquiring assets of another with liability for former owner's debts, 49 A.L.R.3d 881.   Products liability: liability of successor corporation for injury or damage caused by product issued by predecessor, 66 A.L.R.3d 824.   Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.   Negligence, inattention, or professional incompetence of attorney in handling client's affairs in matters involving formation or dissolution of business organization as ground for disciplinary action - modern cases, 63 A.L.R.4th 656.   Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.
GA Code § 14-2-1406 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1406. Known Claims Against Corporation in Dissolution

  A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section.   The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must:   Describe information that must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim;   State that the claim will be barred if not received by the deadline; and   State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.     A claim against a corporation in dissolution is barred:   If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or   If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.     For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.     (Code 1981, §14-2-1406, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2432 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 959, 960, 963, 964, 965, 966.   ALR.   - Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.
GA Code § 14-2-1410 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 14 - Dissolution|Part 1 - Voluntary Dissolution|§ 14-2-1410. Preservation of Remedies of Dissolved Corporations

 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 14-2-1430 through 14-2-1433, shall not take away or impair any remedy available to such corporation, its directors, officers, or shareholders for any right or claim existing prior to such dissolution if 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 shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.    (Code 1981, §14-2-1410, enacted by Ga. L. 1996, p. 1203, § 9.)   Law reviews.   - For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011). For review of 1996 corporation, partnership, and association legislation, see 13 Ga. St. U. L. Rev. 70.