Section 46-5-91 - Dissolution of cooperatives(a) A cooperative which has not commenced business may be dissolved by presenting to the superior court of the county where its principal office is located, or to the judge of the superior court in vacation, articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state: (1) The name of the cooperative;(2) The address of its principal office;(3) That the cooperative has not commenced business;(4) That any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;(5) That no debt of the cooperative is unpaid; and(6) That a majority of the incorporators elect that the cooperative be dissolved. The judge shall examine into the facts, and if he shall find the same to be true, he shall pass and enter an order that the cooperative is dissolved. Thereupon, the incorporators shall deliver the articles of dissolution and the order of the judge thereon to the clerk of the superior court of the county where the principal office of the cooperative is located, who, upon payment of the costs as set out in Code Section 46-5-100, shall deliver two certified copies of the articles of dissolution and the order of the judge thereon to the incorporators or their attorney, who shall forthwith deliver one of the copies to the Secretary of State for recording.
(b) A cooperative which has commenced business may be dissolved in the following manner: (1) The proposition to dissolve shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved. Upon such approval, a certificate of election to dissolve (referred to in this Code section as the "certificate"), executed and acknowledged on behalf of the cooperative by its president or vice-president under its seal, attested by its secretary, and stating the name of the cooperative, the address of its principal office, and that the members of the cooperative have duly voted that the cooperative be dissolved, together with an affidavit made by its president or vice-president executing the certificate and stating that the statements in the certificate are true, shall be attached to a petition to the superior court of the county in which the principal office of the cooperative is located, or to the judge thereof in vacation, who shall examine into the facts alleged in the petition and the certificate; and if he shall find the same to be true and the relief prayed for within the purview and intent of this part, he shall grant the petition by proper order;(2) Upon the granting of the petition, the certificate and the order of the judge thereon shall be forthwith filed in the office of the clerk of the superior court of the county in which the principal office of the cooperative is located and in the office of the Secretary of State; and the fees for such filing as provided in Code Section 46-5-100 shall be submitted therewith. Upon such filing, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof; but its corporate existence shall continue until the final order of dissolution has been made and entered by the judge and filed in the office of the clerk of said county and in the office of the Secretary of State. The board of directors shall, immediately upon the filing of the certificate with the order of the judge thereon in the office of the clerk of the superior court, cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative; and the certificate and the order of the judge thereon shall be published once a week for four consecutive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located. The board of directors shall wind up and settle the affairs of the cooperative; collect sums owing to it; liquidate its property and assets; pay and discharge its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage; and do all other things required to wind up its business. After paying or discharging or adequately providing for the payment or discharge of all its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, the board of directors shall distribute any remaining sums, first, to shareholders, if any, for the pro rata return of the par value of their shares, together with any accrued dividends; second, to patrons for the pro rata return of all amounts standing to their credit by reason of their patronage; and third, to members for the pro rata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage;(3) After the winding up and settling of the affairs of the cooperative, the board of directors shall authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice-president; and its seal shall be affixed thereto and attested by its secretary. The articles of dissolution shall recite that they are executed pursuant to this part and shall state:(A) The name of the cooperative;(B) The address of its principal office;(C) The date on which the certificate of election to dissolve and the order of the judge thereon was filed in the office of the clerk of the superior court;(D) That there are no actions or suits pending against the cooperative;(E) That all debts, obligations, and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and(F) That the preceding provisions of this subsection have been duly complied with. The president or vice-president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true. An application for final order of dissolution, accompanied by the articles of dissolution and the prescribed affidavit, shall be presented to the superior court of the county in which the principal office of the cooperative is located, or to the judge of the superior court in vacation, who, upon determination that preceding provisions of this subsection have been complied with, shall grant to the cooperative a final order of dissolution. The order shall be filed in the office of the clerk of said county and with the Secretary of State, and upon such filing the dissolution shall be deemed effective. The fees to be paid at the time of the filings provided for in this subsection shall be as prescribed in Code Section 46-5-100.