Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-2-853 Advance for expenses
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(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation: (1) A written affirmation…
O.C.G.A. § 14-2-854 Court ordered indemnification and advances for expenses
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(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it…
O.C.G.A. § 14-2-855 Determination and authorization of indemnification
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(a) A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because he or she has met the relevant stan…
O.C.G.A. § 14-2-856 Shareholder approved indemnification
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(a) If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders by a majority of the votes entitled to be cast, a corporation may indemnify or obligate itself to indemnify a director made a party to a proceeding incl…
O.C.G.A. § 14-2-857 Indemnification of officers, employees, and agents
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(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is not a director, to such further e…
O.C.G.A. § 14-2-858 Insurance
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A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation’s request as a director, officer, par…
O.C.G.A. § 14-2-859 Application of part
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(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification o…
O.C.G.A. § 14-2-860 Definitions
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As used in this part, the term: (1) ‘‘Conflicting interest’’ with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation (or by a subsidiary of the corporation or any other enti…
O.C.G.A. § 14-2-861 Judicial action
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(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director’s conflicting interest transaction may not be enjoined, set aside, or g…
O.C.G.A. § 14-2-862 Directors’ action
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(a) Directors’ action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section 14-2-861 if the transaction received the affirmative vote of a majority (but not less than two) of those qualified directors on the board of directors or on…
O.C.G.A. § 14-2-863 Shareholders’ action
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(a) Shareholders’ action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-2-861 if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to …
O.C.G.A. § 14-2-864 Definitions; officer’s conflicting interest transactions
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(a) As used in this Code section, the term: (1) ‘‘Officer’’ means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation. (2) ‘‘Officer’s confli…
O.C.G.A. § 14-2-870 Procedures for disclaimer of business opportunities
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(a) A corporation may disclaim, in its articles of incorporation or bylaws or by action of its shareholders or board of directors, any interest of the corporation in, or in being offered, or in excluding directors or officers from taking advantage of or participating in, specific…
O.C.G.A. § 14-2-901 Application of Business Corporation Code and Professional Corporation Act
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(a) This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article. (b) This article applies to a professional corporation organized under Chapter 7 of this title, known as the ‘‘Georgia Professional Corporation Act,’’ whos…
O.C.G.A. § 14-2-902 Officers
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Functions of officers. 7 Application of Business Corporation Code and Professional Corporation Act. Definition and election of statutory close corporation status. T.14, C.2 CORPORATIONS & PARTNERSHIPS PART 2 Sec. 14-2-943. SHARES 14-2-910. 14-2-911. 14-2-912. 14-2-913. 14-2-914. …
O.C.G.A. § 14-2-911 Share transfer prohibition
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(a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Code Section 14-2-912. (b) Except to the extent the articles …
O.C.G.A. § 14-2-912 Share transfer after first refusal by corporation
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(a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of Code Section 14-2-911 must first offer them to the corporation by obtaining an offer to purchase the shares for cash from a third person who is eligible to purchase th…
O.C.G.A. § 14-2-913 Attempted share transfer in breach of prohibition
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(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is no…
O.C.G.A. § 14-2-914 Compulsory purchase of shares after death of shareholder
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(a) This Code section and Code Sections 14-2-915 through 14-2-917 apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code sections apply, the executor or administrator of the estate of a deceased shareholder may require the corpo…
O.C.G.A. § 14-2-915 Exercise of compulsory purchase right
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(a) A person entitled and desiring to exercise the compulsory purchase right described in Code Section 14-2-914 must deliver a written notice to the corporation, within 120 days after the death of the shareholder, describing the number and class or series of shares beneficially o…
O.C.G.A. § 14-2-916 Court action to compel purchase
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(a) If an offer to purchase shares made under Code Section 14-2-915 is rejected, or if no offer is made, the person exercising the compulsory 327 14-2-916 CORPORATIONS & PARTNERSHIPS 14-2-916 purchase right may commence a proceeding against the corporation to compel the purchase …
O.C.G.A. § 14-2-917 Court costs and other expenses
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(a) The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided …
O.C.G.A. § 14-2-920 Shareholder agreements
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(a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation. (b) An agreement author…
O.C.G.A. § 14-2-921 Special terms and powers of directors
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The articles of incorporation or a bylaw adopted by the shareholders of a statutory close corporation may confer upon holders of any class or series of shares the right to elect one or more directors who shall serve for such term and have such voting powers as shall be stated in …
O.C.G.A. § 14-2-922 Elimination of board of directors
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(a) A statutory close corporation may operate without a board of directors if its articles of incorporation, bylaws approved by the shareholders, or agreements between the shareholders that are otherwise lawful contain a statement to that effect. (b) An amendment to articles of i…
O.C.G.A. § 14-2-923 Bylaws
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(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Code Section 14-2-920. (b) If a corporation does not have bylaws when its…
O.C.G.A. § 14-2-924 Annual meeting
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(a) The annual meeting date for a statutory close corporation is the first business day after the thirty-first day of May unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Code Section 14-2-920 fixes a different date. (b) A statutory close cor…
O.C.G.A. § 14-2-925 Execution of documents in more than one capacity
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Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two 339 14-2-925 …
O.C.G.A. § 14-2-926 Limited liability
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The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities o…
O.C.G.A. § 14-2-930 Merger, share exchange, and sale of assets
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(a) A plan of merger or share exchange: (1) That if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting grou…
O.C.G.A. § 14-2-931 Termination of statutory close corporation status
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(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of director…
O.C.G.A. § 14-2-933 Shareholder option to dissolve corporation
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(a) The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to disso…
O.C.G.A. § 14-2-940 Court action to protect shareholders
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(a) Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for any of the relief described in Code Section 14-2-941, 14-2-942, or 14-2-943 if: (1) The directors or those …
O.C.G.A. § 14-2-941 Ordinary relief
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(a) If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section 14-2-940 exist, it may order one or more of the following types of relief: (1) The performance, prohibition, alteration, or setting aside of any action of the corporation…
O.C.G.A. § 14-2-942 Extraordinary relief; share purchase
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(a) If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section 14-2-943 unless the corporation or one or more of its shareholders purchase a…
O.C.G.A. § 14-2-943 Extraordinary relief; dissolution
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(a) The court may dissolve the corporation if it finds that: (1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430; or (2) All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matter…
O.C.G.A. § 14-2-950 Application to existing corporations
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This article applies to all corporations electing statutory close corporation status under Code Section 14-2-902 after July 1, 1989. (Code 1981, § 14-2-950, enacted by Ga. L. 1988, p. 1070, § 1.) ARTICLE 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS