Title 14 — Corporations, Partnerships, and Associations

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders’ meeting, a record shareholder who wishes to assert dissenters’ rights: 462 14-2-1321 (1) Must deliver to the corporation before the vote is taken wr…

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of Code Section 14-2-1321. (b) The dis…

(a) A record shareholder sent a dissenters’ notice described in Code Section 14-2-1322 must demand payment and deposit his certificates in accordance with the terms of the notice. (b) A record shareholder who demands payment and deposits his shares under subsection (a) of this Co…

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326. (b) The person for whom dissenters’ rights are ass…

(a) Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissen…

(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) …

Additional business combination approval. ‘‘Interested shareholder’’ defined; exception to vote requirement of Code Section 14-2-1111. Requirements inapplicable unless specifically in corporate bylaw; repeal of bylaw; applicability of Code Section 14-2-1111. JUDICIAL APPRAISAL OF…

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does…

(a) The court in an appraisal proceeding commenced under Code Section 14-2-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for t…

No action by any dissenter to enforce dissenters’ rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of…

As used in this chapter, the term: 32 14-2-140 (1) ‘‘Articles of incorporation’’ include amended and restated articles of incorporation and articles of merger. (2) ‘‘Authorized shares’’ means the shares of all classes a domestic or foreign corporation is authorized to issue. (3) …

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; …

(a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolut…

Upon approval of a proposal for dissolution pursuant to Code Section 14-2-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth: (1) The name of the corporation; (2) The date dissolution was a…

(a) Together with the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall deliver to the Secretary of State an undertaking (which may appear in the notice of intent to dissolve or be set forth in a letter or other instrument executed by an o…

(a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution. (b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by…

Patel (In re Kataria), No. 01-74588, 2006 Bankr. LEXIS 1360 (Bankr. N.D. Ga. Apr. 5, 2006). Cited in Southern Land, Timber & Pulp Corp. v. United States, 322 F. Supp. 788 (N.D. Ga. 1970); Jones v. Citizens & S. Nat’l Bank, 231 Ga. 765, 204 S.E.2d 116 (1974); Rosing v. Dwoskin Dec…

(a) A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section. (b) The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at a…

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-2-1403.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code sect…

(a) If a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Sec…

(a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration, may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediat…

(a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these fo…

The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-2-1430 through 14-2-1433, shall not take away or impair any remedy …

(a) For purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitute one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; (3) The trustees, guardians, cus…

The Secretary of State may commence a proceeding under Code Section 14-2-1421 to dissolve a corporation administratively if: (1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and t…

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1420 for dissolving a corporation, he shall provide the corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the corporation at th…

(a) A corporation administratively dissolved under Code Section 14-2-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (1) Recite the name of the corporation and the effective date of …

(a) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-2-504 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal…

The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained its articles of incorporation through fraud; or (B) The corporation has continued to exceed or abuse the authority conferred upon it …

(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-2-1430 lies in the county where a corporation’s registered office is or was last located. (b) It is not necessary to make sharehol…

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the …

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secret…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When …

The signatures of the officers of a corporation and the seal of the corporation upon any bond, debenture, interest coupon, or other debt security may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent or registered by a registrar othe…

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:…

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) Each foreign corporation that has not obtained a certificate of authority with…

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use …

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of auth…

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-2-401, the foreign corporation to 542 14-2-1506 obtain or maintain a certificate of authority to transact business in this state: (1) May add the word ‘‘corporation,’’ ‘‘incorp…

Domesticated foreign corporation, see Article 17. Duration, see § 14-2-302. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. Resignation of registered agent, see § 14-2-1509. 14-2-1505. Effect of certificate of authority.

(a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) On or before t…

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of 549 14-2-1510 CORPORATIONS & PARTNERSHIPS 14-2-1510 process, notice, or demand required or permitted by law to be served on the foreign corpor…

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domes…

The Secretary of State may commence a proceeding under Code Section 14-2-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its annual registration to the Secretary of…

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1530 for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, first-class mail, …

(a) A foreign corporation may appeal the Secretary of State’s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-2-1510. The foreign corporation appeals…

(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state u…

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the bo…

(a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all amendments to them currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; 563 14-2-1602 CORPORATIONS & PART…

(a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under Code Section 14-2-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c…