Title 14, Chapter 3, Section 1041
(a) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-1040 only:
(1) Upon the prior approval of the superior court in a proceeding
in which the Attorney General has been given notice; or
(2) If on or before the effective date of the amendment:
(A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;
(B) It shall return, transfer, or convey any assets held by it
upon condition requiring return, transfer, or conveyance, which
condition occurs by reason of the amendment, in accordance with
such condition; and
(C) The amendment is approved by a majority of the directors of
the corporation who are not and will not become shareholders in,
or officers, employees, agents, or consultants of the
corporation following the effective date of the amendment.
(b) At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General.
(c) Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040. The court shall approve the transaction if it is in the public interest.