Skilled Guidance Throughout Corporate Dissolution
With a few exceptions, businesses have a life span like their individual counterparts. After a business ceases its operations and closes its doors, it will begin the process of corporate dissolution, which is a multistep process that can be just as complex as setting up a business. Everything from selling assets to filing the correct dissolution paperwork in the right jurisdiction must be considered, all of which may be foreign to business owners who are not as familiar with the law as a skilled business law attorney is.
At Jones & Walden LLC, we provide Georgia business owners with the same level of care and due diligence they received when they first set up their business. Whether our clients have been with us from the formation of their company or are retaining us for the first time, we ensure our clients understand their rights, options and the legal process. We keep them informed at every turn and make ourselves available to answer even the most complex of questions at every stage of the dissolution.
Understanding Corporate Dissolution
Dissolution can be both voluntary and involuntary and represents the end of corporate existence. Dissolution requires affirmative action by the entity or the judicial system, and dissolution does not occur due to bankruptcy. The secretary of state can also dissolve the company (known as “administrative dissolution”) if the company fails to pay its annual registration fees or timely submit its annual registrations.
For a corporation to voluntarily dissolve, the decision is proposed to the shareholders by the directors, who then vote to approve or deny the dissolution proposal. If the directors obtain the requisite votes in favor of dissolution, the corporation files a “Notice of Intent to Dissolve” with the secretary of state. The corporation must also publish the “Notice of Intent to Dissolve” in the official newspaper in the county where its registered office is located.
Understanding The Wind Down Process
Once the dissolution documentation is filed with the secretary of state, the corporation begins the process of “winding down.” This process includes the collection and liquidation of assets and the satisfaction of outstanding debts and liabilities. Property and money remaining after the corporation’s debts are paid and distributed to the shareholders in proportion to their share of the equity.
After the winding down process is completed, the corporation delivers Articles of Dissolution to the secretary of state. The Articles of Dissolution must state that:
All debts and liabilities were paid or adequate provision was made to do so;
All remaining property and assets were distributed among the shareholders; and
There are no actions pending against the corporation or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be subsequently entered.
Once the Articles of Dissolution are filed, the corporation ceases to exist.
Limited liability companies (LLCs) are dissolved by court decree or by the following events:
At the time specified in the Articles of Organization or Operating Agreement;
Upon the occurrence of events specified in the Articles of Organization or Operating Agreement;
At such time as approved by all members; or
- 90 days after an event of dissociation by the last remaining member.
LLCs may also be administratively dissolved by the secretary of state if the LLC fails to comply with certain statutory requirements such as payment of the required fees and timely submission of the annual registration.
We Represent Your Best Interests
Since 2001, the lawyers at Jones & Walden LLC, have been helping business owners throughout the Atlanta metro and surrounding areas navigate the oftentimes complex process of dissolving a corporation or other business entity. We have the diverse legal backgrounds necessary to handle a wide variety of related matters, including real estate transactions, intellectual property issues and everything in between.
If you would like to speak with one of our highly experienced business lawyers regarding the dissolution of your company, we encourage you to contact our Atlanta office. To schedule a consultation, call 678-701-9235 or contact us online.