Title 14

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…

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

(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…

(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 …

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his or her official title and t…

(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…

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…

(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…

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…

(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…

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, …

(a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its un…

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…

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.)

(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…

Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form: ‘‘NOTICE OF INCORPORATION Notice is given that articles of incorporation whic…

(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…

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.)

(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…

(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,…

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal 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 members, may pro…

(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…

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 1, 1969, an amendment thereto adopted on or after April 1, 1969, pr…

(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…

(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…

(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…

(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…

(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…

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…

(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 …

(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 resignation. The statement may include a statement that the registered office is also discontinued. (b) On or before the date of the filin…

(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…

(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, 1991, or thereafter. (b) Each domestic corporation and each foreign corporation authorized to transact…

(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…

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. (Code 1981, § 14-3-602, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is taken from the Model Act. It affords f…

A corporation is not required to have members. (Code 1981, § 14-3-603, enacted by Ga. L. 1991, p. 465, § 1.) COMMENT This section is taken from the Model Act. It is intended to clarify that nonprofit corporations may have members, but are not required to have members.

Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or bylaws. All members shall have the same rights and obligations with respect to any other matters, except as…

A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. (Code 1981, § 14-3-61…

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such ac…

(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, alth…

Unless otherwise expressly provided in a corporation’s articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date: (1) No member of a corporation may be expelled or susp…

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the rights and authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of deleg…

(a) A corporation with members shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws. (c) Annual and re…

(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as otherwise provided in the articles or bylaws, if the holders of at least 5 percent of the voti…

(a) The superior court may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney Ge…

(a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by …