Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-4-1 Intention
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This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations chartered by the Secretary of State and complements and supplements the express provisions of existing statutes governing banking, trust, insurance, railroad, c…
O.C.G.A. § 14-4-101 Issuance of certificate of amendment to acquire powers; form
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If application shall be made under subsection (a) of Code Section 14-4-100 to amend the charter of an insurance, railroad, canal, navigation, express, or telegraph company incorporated by special Act of the General Assembly, the Secretary of State shall issue to the corporation t…
O.C.G.A. § 14-4-103 Acceptance of amendment conclusively presumed
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After the filing of an application for an amended charter under Code Section 14-4-100 and the issuance of the certificate prescribed in Code Section 14-4-101 or 14-4-102, the corporation shall be conclusively presumed to have accepted the amendment specified and shall have, enjoy…
O.C.G.A. § 14-4-104 Secretary of State to keep record of amendments
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The Secretary of State shall keep on file all applications and abstracts filed with him under Code Section 14-4-100 and a book in which he shall enter the names of all the companies obtaining amendments to charters under that Code section, the date of the amendment, and, if appro…
O.C.G.A. § 14-4-144 Arbitration of value of stock
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Reserved. Repealed by Ga. L. 1993, p. 1231, § 34, effective July 1, 1993. Editor’s notes. — This Code section was based on Ga. L. 1968, p. 565, § 1. 14-4-145. Appeal from appraisal.
O.C.G.A. § 14-4-145 Appeal from appraisal
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Within ten days after an appraisal is filed in the office of the clerk of the superior court pursuant to Code Section 14-4-144, either the dissenting stockholder or the corporation may enter an appeal in writing to the superior court from the finding of the arbitrators. At the te…
O.C.G.A. § 14-4-147 Enforcement against corporation of judgment determining value of stock
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In the event the surviving or resulting corporation shall fail to pay the amount of a judgment determining the value of a dissenting stockholder’s stock within ten days after the judgment becomes final, execution shall issue thereon and said judgment shall be enforced as other ju…
O.C.G.A. § 14-4-148 Stockholders of surviving or resulting corporation
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Each stockholder in either of the consolidating or merging corporations at the time the merger or consolidation becomes effective who is entitled to vote but who does not vote against the merger or consolidation and object thereto in writing, as provided in Code Section 14-4-143,…
O.C.G.A. § 14-4-149 Article cumulative of other provisions
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The right and power to merge or consolidate provided by this article is cumulative and is in addition to any power or right to merge or 812 14-4-160 consolidate vested in corporations created prior to April 1, 1969, or provided by or under the terms of other statutes or this Code…
O.C.G.A. § 14-4-150 Recording of charter of consolidated or merged corporation
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Upon the merger or consolidation of corporations as provided in this article, the consolidated corporation or the corporation into which the constituent corporations are merged may cause to be recorded in the records of any clerk of any superior court of this state a certified co…
O.C.G.A. § 14-4-160 Forfeiture of charter
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(a) A corporation may forfeit its charter: (1) By failure to file its annual registration with the Secretary of State as required by Code Section 14-4-180 or by failure to file its annual license or occupational tax return on or before the day such return becomes due; (2) By havi…
O.C.G.A. § 14-4-161 Forfeiture of charter
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Effect of dissolution upon causes of action; service of process. Article 10 Annual Reports and Fees 14-4-180. Annual registration required.
O.C.G.A. § 14-4-180 Annual registration required
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It shall be the duty of all corporations incorporated by the Secretary of State to file with the Secretary of State an annual registration as prescribed by Code Section 14-2-1622. (Ga. L. 1906, p. 105, § 2; Civil Code 1910, § 2209; Code 1933, § 22-1703; Code 1933, § 22-4601, enac…
O.C.G.A. § 14-4-180.1 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 Code Section 14-4-180 to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regul…
O.C.G.A. § 14-4-181 Penalty for failure to report
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Reserved. Repealed by Ga. L. 1989, p. 1027, § 33, effective July 1, 1989. 816 Editor’s notes. — This Code section was based on Ga. L. 1906, p. 105, § 4; Ga. 14-4-183 L. 1968, p. 565, § 1; Ga. L. 1975, p. 778, § 3. 14-4-182. Filing of reports by Secretary of State; correction of i…
O.C.G.A. § 14-4-183 Fees of Secretary of State for filing documents
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The Secretary of State shall collect fees as prescribed in Code Section 14-2-122 when the documents described in this chapter are delivered to him for filing. (Code 1933, § 22-4701, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 70, 71; Ga. L. 1989, p. 1027, § 35.)
O.C.G.A. § 14-4-2 Existing venue statutes unaffected by chapter
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Nothing in this chapter shall affect existing statutes with respect to the venue of actions against railroad, electric, banking, trust, insurance, canal, navigation, express, and telegraph companies, which existing statutes include, as to express companies, those statutes codifie…
O.C.G.A. § 14-4-22 Use of name of another without consent
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Whenever application is made to the Secretary of State to obtain a charter or the authorization of articles of incorporation for any purpose, it shall be unlawful for the applicant either to use the name of any person, order, lodge, society, or corporation as a corporate name or …
O.C.G.A. § 14-4-23 Objection to grant of charter; hearing thereon
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It shall be the right of any person, order, lodge, society, or corporation interested in the result of an application to obtain a charter or the authorization of articles of incorporation in which the name of such person, order, lodge, society, or corporation is used unlawfully u…
O.C.G.A. § 14-4-24 Appeal from action of Secretary of State
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Either party to a hearing held pursuant to Code Section 14-4-23 who is dissatisfied with the action of the Secretary of State may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury. The court shall either sustain…
O.C.G.A. § 14-4-25 When previously used corporate name becomes available for use by others
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(a) The name of a corporation shall become immediately available for use by others upon: (1) The surrender by the corporation of its franchise; (2) The effective date of an amendment changing the name of the corporation; (3) The voluntary or involuntary dissolution of the corpora…
O.C.G.A. § 14-4-41 Authority prerequisite to issuance of stock
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Before any corporation shall avail itself of this article, it shall procure appropriate corporate authority therefor in the manner provided by law. The Secretary of State is authorized to grant such powers to the several classes of corporations of which he has jurisdiction to gra…
O.C.G.A. § 14-4-43 Consideration for sale of nonpar stock
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A corporation may issue and dispose of its authorized shares without par value for such consideration as may be authorized or prescribed in its charter or certificate of incorporation or amendments thereof or, if there is no provision therein with respect thereto, for such consid…
O.C.G.A. § 14-4-44 Change of par stock into nonpar stock
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Every corporation of the character included in Code Section 14-4-40 having shares with par value, whether issued and outstanding or only authorized, may, at a meeting duly called for the purpose, by the vote of a majority of all its stock entitled to vote or, if two or more class…
O.C.G.A. § 14-4-46 Statement as to nonpar stock
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Any law requiring that the amount of par value of the capital stock of a corporation be stated in any certificate, report, or other instrument shall be deemed to be complied with so far as shares without par value are concerned by stating with respect to such shares the number au…
O.C.G.A. § 14-4-47 Meeting ‘‘duly called for the purpose’’ defined
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A meeting ‘‘duly called for the purpose,’’ as that phrase is used in this article, shall mean a meeting of the stockholders called and notified for the purpose in the manner prescribed by the bylaws of the corporation concerned. Unless required by the bylaws, no publication of th…
O.C.G.A. § 14-4-60 Powers generally
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All corporations have the right to sue and be sued, to have and use a common seal, to make bylaws binding on their own members not inconsistent with the laws of this state and of the United States, to receive donations by gift or will, to purchase and hold such property, real or …
O.C.G.A. § 14-4-62 Intention
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Existing venue statutes unaffected by chapter. 14-4-63. Article 2 14-4-21. 14-4-22. 14-4-23. 14-4-24. 14-4-25. Incorporation 14-4-64. Number of directors; effect upon acts of directors prior to April 1, 1969. Use of name of another without consent. Objection to grant of charter; …
O.C.G.A. § 14-4-64 Responsibility for acts of officers
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Every corporation acts through its officers and is responsible for the acts of such officers in the sphere of their appropriate duties; and no corporation shall be relieved of its liability to third persons for the acts of its officers by reason of any bylaws or other limitation …
O.C.G.A. § 14-4-65 Improper dividends; liability of officers
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No corporation or association shall declare any dividend or distribute any money among its members as profits when such dividend or money is not declared or distributed from the actual legitimate net earnings and in any manner increases its debts. Should the president, directors,…
O.C.G.A. § 14-4-80 Renewal of charter
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(a) Any railroad, canal, navigation, express, or telegraph company heretofore incorporated by an Act of the General Assembly or by a certificate of the Secretary of State may have its charter renewed and its corporate existence extended for a period of 30 years by filing with the…
O.C.G.A. § 14-4-81 Revival of expired charter
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(a) In all cases where a charter of any corporation incorporated by an Act of the General Assembly or by a certificate of the Secretary of State has expired and such corporation has continued in business in ignorance of such expiration, such charter may be revived in the same man…