§ 14-2-1201 - Sale and mortgage of assets not requiring shareholder approval
O.C.G.A. 14-2-1201 (2010)
14-2-1201. Sale and mortgage of assets not requiring shareholder approval
(a) As used in this Code section, the term "insolvent" means:
(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) The corporation's total assets would be less than the sum of its total liabilities.
(b) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property if:
(A) The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or
(B) The corporation was incorporated for the purpose of liquidating such property and assets;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business;
(3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation; or
(4) Sell, lease, exchange, or otherwise dispose of less than all or substantially all of its property. Assets shall be deemed to be less than substantially all of a corporation's property if the fair value of the assets as of the date of the most recent available financial information does not exceed two-thirds of the fair value of all of the assets of the corporation, and the annual revenues of the corporation for the most recent fiscal year for which such financial information is available represented or produced by such assets do not exceed two-thirds of the total revenues of the corporation for that period. This subsection is intended merely to create an irrebuttable presumption with respect to transactions described in this subsection and shall not create any inference that the sale of assets exceeding the amounts described in this subsection is the sale of substantially all of the property of the corporation.
(c) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (b) of this Code section is not required.