Dissolution of a Charitable Corporation: Notice to the Attorney General FAQ
What is a “charitable corporation”?
Charitable corporations are “[o]rganizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual.” O.C.G.A. § 14-3-1302(a)(2).
Does a charitable corporation have to notify the Georgia Attorney General of its intent to dissolve?
Yes, when a charitable corporation intends to dissolve, it shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers its notice of intent to dissolve to the Georgia Secretary of State. See O.C.G.A. § 14-3-1403. The Attorney General’s Office does not provide any forms or sample notice documents; each corporation must draft its own notice.
What information should be included in the notice of intent to dissolve?
The notice of intent to dissolve provided to the Attorney General shall include the following:
- A copy of the Plan of Dissolution (see O.C.G.A. § 14-3-1403 for more information about the Plan of Dissolution);
- The net value of the charitable corporation’s assets at the time the notice of intent to dissolve is filed with the Georgia Secretary of State;
- To the extent not already included in the Plan of Dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients.
Please note that the Attorney General’s office may reach out to the corporation to request additional information, such as recent tax filings or financial documentation to verify the corporation’s net assets.
How should a dissolving charitable corporation distribute its assets?
Unrestricted charitable assets of the dissolving corporation may make distributions to organizations or recipients as set forth in O.C.G.A. § 14-3-1302(a).
When can a dissolving charitable corporation distribute its assets?
Unless otherwise notified by the Attorney General, the corporation shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General of its intent to dissolve.
Does a dissolving charitable corporation have any additional notice requirements?
When all or substantially all of the assets of the corporation have been transferred or conveyed, the charitable corporation shall deliver to the Attorney General a list showing those persons (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.
How can a charitable corporation submit its dissolution notices to the Attorney General?
You can submit your notice of intent to dissolve via email at [email protected] or via US mail at the address below:
Georgia Department of Law
Business & Finance Section
Attention: Charitable Corporations
40 Capitol Square SW
Atlanta, Georgia 30334
Please ensure that all notices contain the name, address, telephone number, and email address of the individual responsible for submitting the notice.
Will the Attorney General’s Office notify me when they reviewed my notice?
The Attorney General’s Office reviews all dissolution notices, but it may not provide the corporation with written notification regarding the notice unless the notice is deficient, further information is needed, or it has an objection to the dissolution and/or the planned distribution of assets. Unless otherwise notified, the corporation shall not transfer or convey any assets until 30 days after it has provided written notice to the Attorney General.
Where can I obtain additional help with the dissolution process?
If you need additional assistance or legal advice, please consult with a private attorney.