Voluntary liquidation may be resolved only by the body to which this decision has been assigned by law and under the company’s internal rules. The starting point is the company’s legal form and the statutory provisions that apply to it. The articles of association, founding documents and any subsequent amendments must also be reviewed. In a company, the decision-making authority may, in particular, lie with the shareholders’ meeting. Authority must not be attributed to management solely because it runs the day-to-day business. Preparing, adopting and subsequently implementing the liquidation resolution are separate tasks. Where responsibilities within the company are divided, the convening, representation and voting must comply with the applicable rules. Any existing special rights or consent requirements in the company documents must also be taken into account. The basis for the decision-making authority should be clearly recorded in the minutes of the resolution. An incorrect allocation of authority may affect the internal resolution and the subsequent implementation of the liquidation.
Authority to adopt a company liquidation resolution in Georgia
Which corporate body may adopt a resolution to liquidate a company in Georgia depends on its legal form, statutory requirements and articles of association. Before the vote, it must be clarified whether the shareholders’ meeting or another competent body has the necessary decision-making authority.
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