In Georgia, who typically must approve the sale of all or substantially all of a corporation's assets?

In Georgia, the sale of all or substantially all of a corporation's assets generally requires the approval of the Board of Directors, and in many cases, it may also necessitate the approval of the shareholders. This requirement is rooted in the principles of corporate governance, which dictate that the Board, as the governing body, is responsible for managing the corporation's affairs and making major strategic decisions, including asset sales.

When it comes to substantial transactions like asset sales, the Board must assess the implications of such a transaction for the corporation. Additionally, shareholder approval is often required to protect their interests, especially if the asset sale could significantly affect the value of their shares or the overall direction of the corporation.

While employees typically do not have a direct role in these decisions, and the Secretary of State does not approve asset sales, it is crucial for the Board to follow corporate bylaws and state laws, which may stipulate that shareholder approval is necessary based on the size and nature of the asset transaction. Therefore, the requirement for both Board and potentially shareholder approval reflects the need for thorough oversight in significant corporate changes.