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Need to dissolve a corporation in GA. The corp is a IC-DISC,

there is one shareholder (1...
Need to dissolve a corporation in GA. The corp is a IC-DISC, there is one shareholder (1 share), who is also the one member of the board of directors, and the only officer. Upon review of O.C.G.A. sec. 14-2-1402, it appears there needs to be a proposal to dissolve adopted and approved by the shareholders. How do I write this up?
Also, the 2012 tax year was the final return filed for this corporation. There has been no activity in 2013. It was intended that 2012 would be the final year. However, the official filings have not been prepared yet. How to handle?
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Answered in 16 minutes by:
10/16/2013
TexLaw
TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4,430
Experience: Internationational Commercial Attorney
Verified

Hi,

My name is XXXXX XXXXX I will be assisting you with your legal question.

What position do you hold in this company?
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Customer reply replied 4 years ago

CFO

Thanks for clearing that up.

As an officer of the corporation, you may submit a proposed corporate resolution to the board of directors.

There are several forms for resolutions, but the simplest is the best. The language would go as follows:

On ______________ a meeting of the board of directors of X corporation was held and a quorum was present.

WHEREAS a proposal was made that the corporation is to be dissolved as soon as possible.

BE IT SO RESOLVED that
1. The board of directors has approved this proposal
2. The officers of the company are directed to initiate a wind up of the company and file dissolution papers with the State of Georgia.
3. The officers of the company are authorized to take all necessary steps to achieve the purposes of this resolution.

AGREED TO BY:

_____________________
Printed name of Director (signature).

In regard to the tax filing, you need to go ahead and simply file the return and show that there has been no activity, and thus no tax is due.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am credited by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Kind regards,
Zachary
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Customer reply replied 4 years ago

Zachary, can this be back dated to the end of 2012?

Back dating, otherwise known as a "temporal modification", is allowed in most circumstances.

In general, it is allowed on a corporate resolution as long as it does not serve the purpose to defraud a third party. The third party of concern here would be the taxing authorities. Since the company has not been operating and no revenue is due, it is safe to back date the resolution. If there is any tax due, however, you cannot backdate the resolution to escape tax liability.
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Customer reply replied 4 years ago

Thank you. From reading the instructions for filing the Articles of Dissolution, it appears that I can file the Notice of Intent to Dissolve and the Articles of Dissolution on the same date, however, it indicates that the Notice of Intent to Dissolve has not be revoked. So, should I file the Notice first, wait for approval, and then file the Articles of Dissolution?

I would recommend waiting for approval and taking care of the filing in a single instance.
TexLaw
TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4,430
Experience: Internationational Commercial Attorney
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TexLaw
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