Title 14 — Corporations, Partnerships, and Associations

(a) If a corporation does not allow a shareholder who complies with subsection (b) of Code Section 14-2-1602 to inspect and copy any records required by that subsection to be available for inspection, the superior 571 14-2-1604 CORPORATIONS & PARTNERSHIPS 14-2-1604 court of the c…

(a) Not later than four months after the close of each fiscal year and in any case prior to the annual meeting of shareholders, each corporation shall prepare (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal…

If a corporation indemnifies or advances expenses to a director under Code Section 14-2-851, 14-2-852, 14-2-853, or 14-2-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareh…

(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…

(a) Subject to the limitations of subsection (b) of this Code section, this chapter shall apply: 579 14-2-1701 CORPORATIONS & PARTNERSHIPS 14-2-1701 (1) To all corporations for profit, existing on or formed after July 1, 1989, including corporations for profit organized under or …

A foreign corporation authorized to transact business in this state on July 1, 1989, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. (Code 1981, § 14-2-1702, enacted by Ga. L. 1988, p. 1070, § 1.) CO…

Application to qualified foreign corporations. Saving provisions. 14-2-390 through 14-2-393 (Article 17), and 14-2-410 through 14-2-411 (Article 18), and was based on Ga. L. 1968, p. 565; Ga. L. 1969, p. 152; Ga. L. 1970, p. 195; Ga. L. 1970, p. 243; Ga. L. 1970, p. 605; Ga. L. 1…

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…

(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…

(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, § 14-2-204, enacted by Ga. L. 1988, p. 1070, § 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 byl…

(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…

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an 61 14-2-207 CORPORATIONS & PARTNERSHIPS 14-2-207 emergency defined in subsection (d) of this Code section. The emergency bylaws, which a…

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.)

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 63 14…

(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 shareholder against …

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…

(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…

(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…

Corporate name. Reserved name. Registered name pealed]. PART 4 Article 5 DEFINITIONS Office and Agent Definitions. Notice. Number of shareholders. [Re- PART 1 REGISTERED AGENTS AND SERVICE OF PROCESS 14-2-501. PART 5 EXECUTION OF DOCUMENTS 14-2-150. Purposes.

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…

(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 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…

(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 corpor…

(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…

(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…

(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…

(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…

(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…

(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…

(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 …

(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 (…

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shar…

(a) A corporation may issue rights, options, or warrants with respect to the shares of the corporation whether or not in connection with the issuance and sale of any of its shares or other securities. The board of directors shall determine the terms upon which the rights, options…

(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, there 132 14-2-625 shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certif…

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without 135 14-2-626 CORPORATIONS & PARTNERSHIPS 14-2-627 certificates. The au…

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued befor…

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares. (Code 1981, § 14-2-628, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 6.28. This replaces f…

(a) The shareholders of all corporations, other than those described in subsection (b) of this Code section, do not have a preemptive right to acquire the corporation’s unissued or treasury shares, if any, except to the extent the articles of incorporation so provide. (b) The sha…

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares, unless the articles of incorporation provide that reacquired shares become treasury shares or prohibit the reissue of reacquired shares. (b) If the articles of incorpora…

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this Code section. (b) If the board of directors does not fix the record date for …

Shareholder agreements. Shareholder agreements. PART 4 PART 4 14-2-640. Shareholders’ list for meeting.

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated i…

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; (2) Except as to corporations described in paragraph (3) of this subsection, if the holde…

(a) The superior court of the county where a corporation’s registered office is located may summarily order a meeting to be held: (1) On application of any shareholder of the corporation if an annual meeting was not held within the earlier of six months after the end of a fiscal …

(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action or, if so provided in the articles of incorporation, by persons who would be entitl…

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is re…

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the shareholder entitled to the notice, and …