Articles of Dissolution (Profit Corporation) Form. This is a Georgia form and can be use in Corporation Secretary Of State.
Tags: Articles of Dissolution (Profit Corporation), CD 412, Georgia Secretary Of State, Corporation
Instructions for completing Form CD 412 Articles of Dissolution Important Please Read. Dissolution is a complex process. A corporation that has issued shares and commenced business may dissolve by filing a Notice of Intent to Dissolve pursuant to O.C.G.A. 14-2-1403 and Articles of Dissolution pursuant to O.C.G.A. 14-2-1408. Form CD 410 and CD 412 may be used for this purpose. However, use of these forms is optional. Articles of dissolution may be drafted pursuant to O.C.G.A. 14-2-1408. Forms CD 410 and CD 412 are not intended to replace competent legal counsel. Secretary of State staff is not authorized to provide legal counsel or explain the steps necessary to successfully dissolve a corporation or to complete these forms. It is for this reason filers are strongly urged to obtain professional legal, tax, and/or business advice to assure the filers goals and intentions are met, that requirements of the law are satisfied, and that shareholders, officers and directors are protected even after the dissolution. Article One Name of the corporation Provide the name of the corporation. Article Two Date Notice of Intent filed Provide the date on which the notice of intent was filed with the Secretary of State. If the notice of intent and articles of dissolution are filed simultaneously provide date documents are actually submitted to Secretary of State. Article Three Filer must provide a statement that the Notice of Intent to Dissolve has not been revoked. Article Four Filer must choose one of the statements: (1) All debts, obligations and liabilities of the corporation have been paid and discharged; or (2) adequate provision made for their disposition. Article Five Filer must choose one of the statements addressing the disposition of according to shareholders rights and interests. Article Six There must be no actions pending against the corporation prior to its dissolution, or adequate disposition must be made to satisfy any judgment, order or decree that may be pending against the corporation. Filer must choose one of the statements. Signature The articles of dissolution must be signed by either the chairperson of the board of directors, an officer, a receiver, trustee or fiduciary if one has been appointed by a court, or an attorney in fact. The signer must state the capacity in which he or she is signing. Print the name of the signer. The effective date of the dissolution is the date the articles are received by the Secretary of State. There is no fee for filing articles of dissolution. Please mail the completed form to: Corporations Division, 2 Martin Luther King Jr. Dr. SE, Suite 313 West Tower, Atlanta, Georgia 30334. American LegalNet, Inc. www.FormsWorkFlow.com Secretary of State OFFICE OF SECRETARY OF STATE CORPOR A TIONS DIVISION 2 Martin Luther King Jr. Dr. SE Suite 313 West Tower Atlanta, Georgia 30334 (404) 656 - 2817 sos.georgia.gov/corporations Articles of Dissolution Article One The name of the corporation is: . Article Two The date on which the Notice of Intent to Dissolve was filed with the Secretary of State was: . Article Three The Notice of Intent to Dissolve has not been revoked. Article Four (Choose one statement only) All known debts, liabilities, and obligations of the corporation have been paid and discharged . Adequate provisions of the debts, liabilities, and obligations of the corporation have been made therefor. Article F ive (Choose one statement only) A ll remaining property and assets of the corpo ration have been distributed to its shareholders in accordance with th eir respective rights and privileges. Adequate provision of all remaining property and assets of the corporation have been made therefor. A ll remaining property and assets of the corporation have been deposited with the Office of the State Treasurer as provided in Code Section 14 - 2 - 1440 . Article Six (Choose one statement only) There are no actions pending against the corporation in any court. A dequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action . Article Seven (Check, and if applicable complete, one of the following) The articles of dissolution shall be effective upon the filing with the Secretary of State. The articles of dissolution shall be effective on: at . (Date) (Time) IN WITNESS WHEREOF , the undersigned has executed these Articles of Dissolution on . (Date) Signature Print Name Capacity (choose one option only): Chairperson of Board of Directors Officer Court - Appointed Fiduciary Attorney I n F act Email Address: Form CD 4 12 (Rev . 10/2018 ) American LegalNet, Inc. www.FormsWorkFlow.com