Effective time and date of document

(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-2-124, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State’s date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed. (c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-2-125 and, if the applicant returns the document with corrections in accordance with the 26 14-2-124 rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient. (Code 1981, § 14-2-123, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 1.23. With minor exceptions described below, this follows the pattern of former law, § 14-2-5. Subsection (a) provides that documents accepted for filing become effective at the time and date of filing, or at another specified time on that date, unless a delayed effective date is selected under section 14-2-123(b). This section gives express statutory authority to the practice of the Secretary of State of ignoring processing time and treating a document as effective as of the date it is submitted for filing even though it may not be reviewed and accepted for filing until several days later. Former § 14-2-5(a)(3) sanctioned this practice by providing that the date when the document was received and stamped ‘‘filed’’ by the Secretary of State was the filing date. Subsection (c) has no counterpart in either the Model Act or former law. It was added to reflect and authorize the previous practice of the Secretary of State, which permitted the existing filing date to be used even if the filed document is deficient, if, after receipt of notice of the deficiency, the document is corrected and returned to the Secretary of State in timely fashion. Cross-References Effective date: amendment or restatement of articles of incorporation, see § 14-2-1009. Merger or share exchange, see § 14-2-1105.