Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-3-1001 Authority of corporation to amend
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A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles 698 14-3-1002 or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determ…
O.C.G.A. § 14-3-1003 Amendment where vote of members required
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If the articles or bylaws require a vote of the members: (1) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more of the following amendments to the corporation’s articles without member action: (A) To extend the duration of the corporat…
O.C.G.A. § 14-3-1004 Voting on amendments by classes of members
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If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as t…
O.C.G.A. § 14-3-1005 Articles of amendment
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A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment’s adoption; (4) If approval of members was not requi…
O.C.G.A. § 14-3-1005.1 Notice of intent to change corporate name
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(a) Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator …
O.C.G.A. § 14-3-1006 Restated articles of incorporation
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(a) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approva…
O.C.G.A. § 14-3-1007 Amendment of articles pursuant to court order
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(a) A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to Code 704 14-3-1008 Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under fed…
O.C.G.A. § 14-3-1008 Effect of amendment on existing cause of action
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An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of an…
O.C.G.A. § 14-3-101 Short title
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This chapter shall be known and may be cited as the ‘‘Georgia Nonprofit Corporation Code.’’ (Code 1981, § 14-3-101, enacted by Ga. L. 1991, p. 465, § 1.)
O.C.G.A. § 14-3-102 Reservation of power of General Assembly
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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, § 14-3-102, enacted by Ga. L. 1991, p. 465, § 1.) PART 2 DOCUMENTS 14-3…
O.C.G.A. § 14-3-1021 Amendment where vote of members required
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(a) To adopt an amendment to a corporation’s bylaws if there are members required to vote thereon: (1) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to mak…
O.C.G.A. § 14-3-1022 Voting by classes of members
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If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to …
O.C.G.A. § 14-3-1030 When approval by specified person required
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The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be 707 14-3-1030 CORPORATIONS & PARTNERSHIPS 14-3-1041 amended with the appro…
O.C.G.A. § 14-3-1041 Procedure for amendment
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(a) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 may amend its articles of incorporation as provided in Code Section 14-3-1040 only: (1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been gi…
O.C.G.A. § 14-3-1042 Applicability of Business Corporation Code
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From and after the effective date of any amendment described in Code Section 14-3-1040, the corporation shall be subject to and governed by the provisions of Chapter 2 of this title, the ‘‘Georgia Business Corporation Code.’’ (Code 1981, § 14-3-1042, enacted by Ga. L. 1991, p. 46…
O.C.G.A. § 14-3-1101 Plan of merger
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(a) Subject to the limitations set forth in Code Section 14-3-1102, one or more corporations may merge into another corporation if the plan of merger is approved as provided in Code Section 14-3-1103. (b) The plan of merger must set forth: (1) The name of each corporation plannin…
O.C.G.A. § 14-3-1104 Articles of merger; publication of notice of merger
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(a) After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103, by the members and any other persons, the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The pla…
O.C.G.A. § 14-3-1104.1 Required filing of notice of merger
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(a) Together with the articles or certificate of merger, the surviving corporation or entity shall deliver to the Secretary of State an undertaking which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or …
O.C.G.A. § 14-3-1105 Effect of merger
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(a) When a merger governed by this chapter takes effect: (1) Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases; (2) The title to a…
O.C.G.A. § 14-3-1106 Merger with foreign corporation
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(a) Except as provided in Code Section 14-3-1102, one or more foreign corporations or foreign business corporations may merge with one or more corporations if: (1) The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign busin…
O.C.G.A. § 14-3-1108 Definitions; merger with foreign corporations; requirements
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(a) As used in this Code section and in Code Section 14-3-1107, the term: (1) ‘‘Entity’’ includes any business corporation or foreign business corporation, domestic or foreign limited liability company, domestic or foreign joint-stock association, or domestic or foreign limited p…
O.C.G.A. § 14-3-1121 Certificates of conversion; implementation
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(a) By complying with this Code section, a corporation may become a foreign corporation if the law of the foreign jurisdiction authorizes domestication, redomestication, reincorporation, conversion, or a similar statutory procedure to become a foreign corporation. (b) To become a…
O.C.G.A. § 14-3-120 Filing of documents
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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. 596 14-3-120 (b) This chapter must require or permit filing the document in the office of …
O.C.G.A. § 14-3-120.1 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. § 14-3-121 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 conduct affairs in this state; (3) A foreign corporation’s application for a certif…
O.C.G.A. § 14-3-122 Filing fees
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The Secretary of State shall collect the following fees when the documents described in this Code section are delivered for filing: 598 14-3-123 Document Fee (1) Articles of incorporation ....................................$ 100.00 (2) Application for certificate of authority ..…
O.C.G.A. § 14-3-123 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 14-3-124, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State’s endorsement on the original document; or (2) At any late…
O.C.G.A. § 14-3-124 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. § 14-3-126 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 or her 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. The appeal is commenced by petitioning the court t…
O.C.G.A. § 14-3-127 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. § 14-3-128 Certificate of existence or authorization
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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. § 14-3-129 Filing of documents
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Valid period for annual registration. Forms. Filing fees. Effective time and date of document. Correcting filed document. Duty of Secretary of State to file documents; effect of filing or refusing to do so. Appeal from Secretary of State’s refusal to file document. Evidence of fi…
O.C.G.A. § 14-3-130 Powers of Secretary of State
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The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. (Code 1981, § 14-3-130, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 67.)
O.C.G.A. § 14-3-1301 Distributions prohibited
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Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation shall not make any distributions. (Code 1981, § 14-3-1301, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is based on the Model Act. It continues the prohibition of former law o…
O.C.G.A. § 14-3-1302 Exceptions to prohibition against distributions
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(a) A corporation may make distributions to the following: (1) Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation; (2) Organizations whether or not incorporated that are organized and operated…
O.C.G.A. § 14-3-140 Definitions
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As used in this chapter, the term: (1) ‘‘Articles of incorporation’’ or ‘‘articles’’ includes amended and restated articles of incorporation and articles of merger. (2) ‘‘Board of directors’’ or ‘‘board’’ means the person or persons vested with the authority to manage the affairs…
O.C.G.A. § 14-3-1401 Dissolution by incorporators or initial directors
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A majority of the incorporators or initial directors of a corporation that has not admitted members entitled to vote on dissolution, has not commenced activities, and has no net assets may dissolve the corporation by delivering to the Secretary of State for filing articles of dis…
O.C.G.A. § 14-3-1402 Proposal of dissolution and approval thereof
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(a) A corporation’s board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows: (1) For a proposal to dissolve to be adopted: (A) The board of directors must recommend dissolution to the members unless the bo…
O.C.G.A. § 14-3-1403 Plan of dissolution
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(a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. (b) The plan of dissolution shall provide for distribution of assets as follows: (1) All liabilities and obligations of the corporation shall be pai…
O.C.G.A. § 14-3-1404 Notice of intent to dissolve
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Upon approval of a proposal for dissolution pursuant to Code Section 14-3-1402, 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…
O.C.G.A. § 14-3-1404.1 Publication of notice of intent to dissolve
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(a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404, the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corpora…
O.C.G.A. § 14-3-1405 Revocation of dissolution proceedings
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(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…
O.C.G.A. § 14-3-1406 Effect of notice of intent to dissolve
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A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that wi…
O.C.G.A. § 14-3-1407 Disposition of known claims against corporation
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(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…
O.C.G.A. § 14-3-1409 Articles of dissolution
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(a) If a notice of intent to dissolve under Code Section 14-3-1404 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…
O.C.G.A. § 14-3-1409.1 Claims pending prior to dissolution of a corporation
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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 14-3-1430 and 14-3-1433, shall not take away or impair any remedy avai…
O.C.G.A. § 14-3-141 Notice
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(a) Notice under this chapter shall be in writing or by electronic transmission 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 o…
O.C.G.A. § 14-3-1410 Revival of corporation after dissolution by expiration of period of duration
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(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 immediate…
O.C.G.A. § 14-3-1420 Grounds for administrative dissolution
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The Secretary of State may commence a proceeding under Code Section 14-3-1421 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…
O.C.G.A. § 14-3-1421 Procedure for and effect of administrative dissolution
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(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 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…