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Georgia Statutes, Title 14

Georgia/Statutes

← All Georgia coverage

Title 14

10 chapters · 848 sections in this title.

All chapters in Title 14848 Ch 2, BUSINESS CORPORATIONS259 Ch 3, NONPROFIT CORPORATIONS196 Ch 11, LIMITED LIABILITY COMPANIES104 Ch 9, REVISED UNIFORM LIMITED PARTNERSHIP ACT72 Ch 8, PARTNERSHIPS70 Ch 9A, LIMITED PARTNERSHIPS51 Ch 4, SECRETARY OF STATE CORPORATIONS46 Ch 5, MISCELLANEOUS PROVISIONS RELATING TO…26 Ch 10, PROFESSIONAL ASSOCIATIONS17 Ch 7, PROFESSIONAL CORPORATIONS7

259 sections·Filtered byTitle 14✕Ch 2✕

O.C.G.A. § 14-2-101 Short title
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This chapter shall be known and may be cited as the ‘‘Georgia Business Corporation Code.’’ (Code 1981, § 14-2-101, enacted by Ga. L. 1988, p. 1070, § 1.)
O.C.G.A. § 14-2-102 Reservation of power to amend or repeal
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The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. (Code 1981, § 14-2-102, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Mode…
O.C.G.A. § 14-2-103 Independent legal significance of chapter provisions
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Each provision of this chapter shall have independent legal significance. (Code 1981, § 14-2-103, enacted by Ga. L. 1989, p. 946, § 1.) COMMENT Source: This section was added by amendment in 1989. This section is a codification of a widely recognized rule of construction of busin…
O.C.G.A. § 14-2-104 Effect of order for bankruptcy relief upon powers and duties of corporation
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(a) Any corporation, an order for relief with respect to which has been entered pursuant to the federal Bankruptcy Code (11 U.S.C. Section 101, et seq.), may put into effect and carry out any decrees and orders of the court or judge in such bankruptcy proceeding and may take any …

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O.C.G.A. § 14-2-120 Filing requirements

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(a) A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office of the Secretary…

O.C.G.A. § 14-2-121 Forms

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The Secretary of State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) A foreign corporation’s application for a certificate of authority to transact business in this state; (3) A foreign corporation’s application for a certi…

O.C.G.A. § 14-2-121.1 Valid period for annual registration

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Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to…

O.C.G.A. § 14-2-122 Filing fees and penalties

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The Secretary of State shall collect the following fees and penalties when the documents described in this Code section are delivered to him or her for filing: Document Fee (1) Articles of incorporation ....................................$ 100.00 (2) Application for certificate …

O.C.G.A. § 14-2-123 Effective time and date of document

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(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 ori…

O.C.G.A. § 14-2-124 Correcting filed document

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(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) By preparing articles …

O.C.G.A. § 14-2-125 Filing duty of Secretary of State

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(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date…

O.C.G.A. § 14-2-126 Appeal from Secretary of State’s refusal to file document

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(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation’s registered office is…

O.C.G.A. § 14-2-127 Evidence of filing

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A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the origi…

O.C.G.A. § 14-2-128 Certificate of existence

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(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation’s corporate na…

O.C.G.A. § 14-2-129 Penalty for signing false document

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A person who signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed $500.00. (Code 1981, § …

O.C.G.A. § 14-2-130 Powers

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The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter. (Code 1981, § 14-2-130, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 1.30. This continues the authority granted by former law, in

O.C.G.A. § 14-2-140 Definitions

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As used in this chapter, the term: (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) ‘‘Conspicuou…

O.C.G.A. § 14-2-141 Notice

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(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…

O.C.G.A. § 14-2-142 Number of shareholders

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(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…

O.C.G.A. § 14-2-150 Signatures

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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…

O.C.G.A. § 14-2-151 Secretary or assistant secretary of corporation to authenticate records of corporation; reliance on affixed seal by third party

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(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to wh…

O.C.G.A. § 14-2-390 Cross-References Administrative dissolution, see § 14-2-1420

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Judicial dissolution, see § 14-2-1430. Revocation of certificate of authority of foreign corporation, see

O.C.G.A. § 14-2-201 Incorporators

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One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (Code 1981, § 14-2-201, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 2.01. The only change from p…

O.C.G.A. § 14-2-201.1 Publication of notice of intent to file articles of incorporation

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(a) Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation or be set forth in a letter or other instrument executed by an incorporator or any person a…

O.C.G.A. § 14-2-202 Articles of incorporation

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(a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-2-401; (2) The number of shares the corporation is authorized to issue; (3) The street address and county of the corporation’s initial reg…

O.C.G.A. § 14-2-203 Incorporation

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(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…

O.C.G.A. § 14-2-204 Liability for preincorporation transactions

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All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. (Code 1981, § 14-2-204, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-205 Organization of corporation

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(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting byl…

O.C.G.A. § 14-2-206 Bylaws

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(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation’s shares shall constitute bylaws adopte…

O.C.G.A. § 14-2-207 Emergency bylaws

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(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the sharehol…

O.C.G.A. § 14-2-301 Purposes

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Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (Code 1981, § 14-2-301, enacted by Ga. L. 1988, p. 1070, § 1.)

O.C.G.A. § 14-2-302 General powers

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Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or an amendment thereto adopted on or after April 1, 1969, provides otherwise. Unless its articles of incorporation provide other…

O.C.G.A. § 14-2-303 Emergency powers

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(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal off…

O.C.G.A. § 14-2-304 JUDICIAL DECISIONS Editor’s notes

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— In light of the similarity of the statutory provisions, deci- sions under former Code 1872, § 1678, former Code 1882, § 1678, former Civil Code 1895, § 1851, former Civil Code 1910, § 2283, Ga. L. 1937-38, Ex. Sess., p. 214, § 10, former Code 1933, § 22-202 and Code Section 14-…

O.C.G.A. § 14-2-305 Submission of certain matters to shareholder vote

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Subject to the requirements set forth in paragraph (1) of subsection (b) of Code Section 14-2-1003, with respect to the submission of amendments to the articles of incorporation to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1103, with respect to the submis…

O.C.G.A. § 14-2-401 Corporate name

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(a) A corporate name: (1) Must contain the word ‘‘corporation,’’ ‘‘incorporated,’’ ‘‘company,’’ or ‘‘limited,’’ or the abbreviation ‘‘corp.,’’ ‘‘inc.,’’ ‘‘co.,’’ or ‘‘ltd.,’’ or words or abbreviations of like import in another language; (2) May not contain language stating or imp…

O.C.G.A. § 14-2-402 Reserved name

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(a) A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-2-122. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant’s use for 30 days o…

O.C.G.A. § 14-2-501 Registered office and registered agent

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Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be: (A) A person who resides in this state and whose business office is identical with the registered offi…

O.C.G.A. § 14-2-502 Change of registered office or registered agent

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(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the …

O.C.G.A. § 14-2-503 Resignation of registered agent

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(a) A registered agent 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 the date of the filing of th…

O.C.G.A. § 14-2-504 JUDICIAL DECISIONS Editor’s notes

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— In light of the similarity of the statutory provisions, decisions under Ga. L. 1946, p. 687, § 2 and former Code Section 14-2-60, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section. Personal jurisdicti…

O.C.G.A. § 14-2-510 Venue

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(a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, 1989, or thereafter. (b) Each domestic corporation and each foreign corporation authorized to transact…

O.C.G.A. § 14-2-601 Authorized shares

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(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for…

O.C.G.A. § 14-2-602 Terms of class or series determined by board of directors

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(a) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class, and d…

O.C.G.A. § 14-2-603 Issued and outstanding shares

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(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of out…

O.C.G.A. § 14-2-604 Fractional shares

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(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by or for the account of the shareholders; (3) Issue scrip in registered or bearer form entitling the holder to receive a full…

O.C.G.A. § 14-2-620 Subscription for shares before incorporation

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(a) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of su…

O.C.G.A. § 14-2-621 Issuance of shares

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(a) The powers granted in this Code section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit …

O.C.G.A. § 14-2-622 Liability of shareholders

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(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Code Section 14-2-621) or specified in the subscription agreement (…

O.C.G.A. § 14-2-623 JUDICIAL DECISIONS Editor’s notes

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— In light of the similarity of the statutory provisions, a decision under former Code 1933, § 22-512 and former Code Section 14-2-91, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section. Arrangements for …