The Georgia Plan of Complete Liquidation and Dissolution refers to the legal process followed by a business entity in the state of Georgia to wind up its affairs, distribute its assets, and ultimately dissolve the company. This comprehensive plan involves various steps and considerations to ensure a smooth and orderly closure of the business. Under Georgia law, there are two primary types of plans for complete liquidation and dissolution: voluntary and involuntary. Let's delve into each type in more detail: 1. Voluntary Plan of Complete Liquidation and Dissolution: In a voluntary liquidation and dissolution, the company's shareholders make a collective decision to wind up the business and cease its operations. This decision is typically reached through a vote or written consent of the majority of the shareholders. The steps involved in a voluntary plan may include: — Holding a shareholders' meeting to discuss and approve the dissolution plan. — Appointing a liquidation committee or an individual authorized to oversee the winding-up process. — Identifying and listing all the company's assets, including tangible and intangible assets. — Evaluating and valuing the assets to determine their fair market value. — Paying off or settling the company's debts and obligations. — Distributing the remaining assets to the shareholders, either in cash or in kind. — Filing the appropriate legal documents with the Georgia Secretary of State to dissolve the company officially. 2. Involuntary Plan of Complete Liquidation and Dissolution: An involuntary liquidation and dissolution occur when external factors, such as legal actions or court orders, force the company into dissolution. These situations may arise due to a failure to comply with legal requirements, financial insolvency, or legal disputes. The steps involved in an involuntary plan may include: — Receiving a court judgment or order directing the company's dissolution. — Appointing a receiver or liquidator, typically designated by the court, to oversee the winding-up process. — Identifying and listing all the company's assets, liabilities, and outstanding obligations. — Liquidating the assets and distributing the proceeds to creditors or as directed by the court. — Settling any pending legal disputes or claims against the company. — Filing the necessary legal documents to formally dissolve the company with the Georgia Secretary of State. Overall, the Georgia Plan of Complete Liquidation and Dissolution encompasses the necessary steps to close a business entity within the state. Whether voluntary or involuntary, it is essential to follow the legal process meticulously to protect the rights of shareholders, settle obligations, and ensure compliance with Georgia state laws.