Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-3-1422 Reinstatement following administrative dissolution
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(a) A corporation administratively dissolved under Code Section 14-3-1421 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 …
O.C.G.A. § 14-3-1423 Appeal from denial of reinstatement
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(a) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-3-504 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal…
O.C.G.A. § 14-3-1430 Grounds for judicial dissolution
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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 …
O.C.G.A. § 14-3-1431 Procedure for judicial dissolution
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(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 14-3-1430 lies in the county where a corporation’s registered office is or was last located. (b) It is not necessary to make members …
O.C.G.A. § 14-3-1432 Distributions prohibited
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Exceptions to prohibition against distributions. 14-3-1433. Grounds for judicial dissolution.
O.C.G.A. § 14-3-1433 Decree of dissolution
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(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may 753 14-3-1433 CORPORATIONS & PARTNERSHIPS 14-3-1440 enter a decree ordering the corporation dissolved, and the clerk of the court shall …
O.C.G.A. § 14-3-1440 Deposit of assets with Office of the State Treasurer
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Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member 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 c…
O.C.G.A. § 14-3-1501 Certificate of authority to transact business required
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(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:…
O.C.G.A. § 14-3-1502 Transacting business without certificate of authority
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(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) The successor to a foreign corporation that transacted business in this state …
O.C.G.A. § 14-3-1503 Application for certificate of authority
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(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 …
O.C.G.A. § 14-3-1504 When amended certificate of authority required
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(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The req…
O.C.G.A. § 14-3-1505 Effect of certificate of authority
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(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…
O.C.G.A. § 14-3-1506 Corporate name of foreign corporation
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(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-3-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the word ‘‘corporation,’’ ‘‘incorporated,’’ ‘‘co…
O.C.G.A. § 14-3-1509 Resignation of registered agent of foreign corporation
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(a) The registered agent of a foreign corporation may resign his or her 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 b…
O.C.G.A. § 14-3-1510 Service of process on foreign corporation
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(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation’s agent for service of any process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) If a foreign corporation has no regis…
O.C.G.A. § 14-3-1520 Withdrawal of foreign corporation from state
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(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…
O.C.G.A. § 14-3-1530 Grounds for revocation
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The Secretary of State may commence a proceeding under Code Section 14-3-1531 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…
O.C.G.A. § 14-3-1531 Procedure for and effect of revocation
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(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1530 for revocation of a certificate of authority, he or she shall provide the foreign corporation with written notice of his or her determination by mailing a copy of the notice, by f…
O.C.G.A. § 14-3-1532 Appeal from revocation
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(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 14-3-1510. The foreign corporation appeals…
O.C.G.A. § 14-3-1601 Required corporate records
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(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of dir…
O.C.G.A. § 14-3-1602 Members’ right to copy and inspect records
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(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; (3) Resolutions adopted by either…
O.C.G.A. § 14-3-1603 Scope of inspection right
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(a) A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under Code Section 14-3-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other …
O.C.G.A. § 14-3-1604 Court-ordered inspection
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(a) If a corporation does not allow a member who complies with subsection (b) of Code Section 14-3-1602 to inspect and copy any records required by that subsection to be available for inspection, the superior court may summarily order inspection and copying of the records demande…
O.C.G.A. § 14-3-1605 Use of membership list
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Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any …
O.C.G.A. § 14-3-1620 Furnishing financial statements to members
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(a) A corporation upon request in writing or by electronic transmission from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, …
O.C.G.A. § 14-3-1621 Grounds for revocation
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Procedure for and effect of revocation. Appeal from revocation. 14-3-1622. PART 4 Applicability of chapter to foreign corporations domesticated under prior law. Applicability 14-3-1701. Article 16 Records and Reports PART 1 14-3-1702. RECORDS 14-3-1601. Furnishing financial state…
O.C.G.A. § 14-3-1622 Annual registration of corporation
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(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the corporation and the state or country under whose law it is incor…
O.C.G.A. § 14-3-1702 Applicability to qualified foreign corporations
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A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter. A foreign corporation that is authorized to transact business or conduct affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.…
O.C.G.A. § 14-3-1703 Saving provisions
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(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or liability acquir…
O.C.G.A. § 14-3-180 Construction of chapter when religious doctrine inconsistent
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If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both. (C…
O.C.G.A. § 14-3-201 Who may incorporate
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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, § 14-3-201, enacted by Ga. L. 1991, p. 465, § 1.)
O.C.G.A. § 14-3-202 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 14-3-401; (2) The street address and county of the corporation’s initial registered office and the name of its initial registered agent at th…
O.C.G.A. § 14-3-203 Effect of filing articles of 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. § 14-3-204 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, § 14-3-204, enacted by Ga. L. 1991, p. 465, § 1.) 14-3-205. Organizatio…
O.C.G.A. § 14-3-205 Organizational meeting
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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 b…
O.C.G.A. § 14-3-206 Bylaws
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(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (Code 1981,…
O.C.G.A. § 14-3-207 Who may incorporate
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Articles of incorporation. Publication of notice of intent to file articles of incorporation. Effect of filing articles of incorporation. Liability for preincorporation transactions. Organizational meeting. Bylaws. Emergency bylaws. Article 3 of PART 4 Purposes and Powers 14-3-30…
O.C.G.A. § 14-3-301 Purposes of corporation
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(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of t…
O.C.G.A. § 14-3-302 Duration and powers of corporation
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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 in the case of a corporation existing prior to or on April 621 14-3-302 CORPORATIONS & PARTNERSHIPS 14-3-302 1, 1969, an amend…
O.C.G.A. § 14-3-303 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: 624 14-3-304 (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the …
O.C.G.A. § 14-3-304 Ultra vires
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(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged: (1) In a proceeding by a member against the c…
O.C.G.A. § 14-3-305 Nonprofit defined; rights; director’s role; reporting
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(a) As used in this Code section, the term ‘‘nonprofit’’ means any corporation which is formed, created, or operated by or on behalf of a hospital authority. (b) Nonprofits shall have all of the rights, powers, benefits, and purposes granted to other corporations under this chapt…
O.C.G.A. § 14-3-401 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 a language other than English; (2) May not contain language s…
O.C.G.A. § 14-3-402 Reservation of corporate 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 14-3-122. 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. § 14-3-403 Registered name of foreign corporation
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Repealed by Ga. L. 2002, p. 989, § 9, effective July 1, 2002. Editor’s notes. — This Code section was based on Code 1981, § 14-3-403, enacted by Ga. L. 1991, p. 465, § 1. ARTICLE 5 REGISTERED OFFICE AND REGISTERED AGENT PART 1 GENERAL PROVISIONS 14-3-501. Registered office and re…
O.C.G.A. § 14-3-501 Registered office and registered agent
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Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and (2) A registered agent, who may be: (A) A person who resides in this state and whose office is identical with the registered office; (B) A…
O.C.G.A. § 14-3-502 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. § 14-3-503 Resignation of registered agent
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(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of 631 14-3-503 CORPORATIONS & PARTNERSHIPS 14-3-504 resignation. The statement may include a statement that the registered office is also di…
O.C.G.A. § 14-3-504 Service of process on corporation
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(a) A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpo…
O.C.G.A. § 14-3-601 Authority to establish criteria or procedures for membership
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(a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his or her consent. (Code 1981, § 14-3-601, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 68.) COMMENT This section is taken…