Title 14

(a) If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section 14-2-943 unless the corporation or one or more of its shareholders purchase a…

(a) The court may dissolve the corporation if it finds that: (1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430; or (2) All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matter…

This article applies to all corporations electing statutory close corporation status under Code Section 14-2-902 after July 1, 1989. (Code 1981, § 14-2-950, enacted by Ga. L. 1988, p. 1070, § 1.) ARTICLE 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

(a) 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 of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted i…

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action: (1) To extend the duration of the corporation if it was incorporated at a time wh…

(a) A corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendment to be adopted: (1) The board of directors shall also transmit to the shareholders a recommendation that the shareho…

(a) If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation. (b) If any amendment before shares are issued makes a material change in the articles of incorporation, nonasse…

A corporation amending its articles of incorporation 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) If an amendment provides for an exchange, reclassification, or…

(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 …

(a) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it mus…

An amendment to 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, or the existing rights of persons other than shareholders of the corporation. An amendment changing a cor…

Subsection (a) of the Model Act was amended to provide for higher voting requirements than originally specified. Subsection (a)(1) provides that a bylaw providing for board action may be adopted or amended by the shareholders, but only by affirmative vote of a majority of all vot…

(a) Except as provided in subsection (b) of Code Section 14-2-1020, a bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. A bylaw in effect on July 1, 1989, fixing a…

(a) Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors: (1) May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes…

(a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103) approve a plan of merger. (b) The plan of merger must set forth: (1) The name of each corporation plan…

(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation through a share exchange if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103) approve the share exchang…

(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of directors of the corporation whose shares will be acquired in the share exchange shall submit the plan of merger (except as provided in subsectio…

(a) A parent corporation that owns at least 90 percent of the outstanding shares of each class and series of a subsidiary corporation may merge the subsidiary into itself or into another such subsidiary or merge itself into the subsidiary without the approval of the board of dire…

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchan…

(a) Together with the articles or certificate of merger or share exchange, the surviving or acquiring corporation 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 exec…

(a) When a merger governed by this article 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 or entity except the surviving corporation or entity ceases; (2) The …

(a) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporati…

(a) Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by the Secretary of State under provisions other than this chapter, may merge or enga…

(a) As used in this Code section, the term: (1) ‘‘Entity’’ includes any domestic or foreign nonprofit corporation, domestic or foreign limited liability company, domestic or foreign joint stock association, or domestic or foreign limited partnership. (2) ‘‘Governing agreements’’ …

(a) As used in this Code section, the term: (1) ‘‘Limited liability company’’ means any limited liability company formed under Chapter 11 of this title. (2) ‘‘Limited partnership’’ means any limited partnership formed under Chapter 9 of this title. (b) Pursuant to Code Section 14…

(a) A foreign corporation, domestic limited partnership, foreign limited partnership, domestic general partnership, foreign general partnership, domestic limited liability company, or foreign limited liability company may elect to become a corporation. Such election shall require…

(a) A corporation may elect to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation, if such a conversion is permitted by the law of the state or jurisdiction under whose law the resulting entity would be formed. (b) To effect a conv…

As used in this part, the term: (1) ‘‘Affiliate’’ means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified person. (2) ‘‘Announcement date’’ means the date of the first general public …

Subsection (c) reflects the intent of this part to protect minority shareholders from the inequities of two-tiered transactions instigated by recent purchasers of large blocks of the corporation’s stock. These sections are not intended to interfere with proposed transactions invo…

(a) As used in this Code section, the term ‘‘interested shareholder’’ refers to the interested shareholder which is party to, or an affiliate of which is party to, the business combination in question. (b) The vote required by Code Section 14-2-1111 does not apply to a business c…

(a) The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements are applicable to the corporation. Such a bylaw may be adopted at any time in the manner provided in…

For purposes of this part, the definitions contained in Code Section 14-2-1110 shall be applicable with the following exceptions: (1) For purposes of this part, ‘‘business combination’’ means: (A) Any merger or consolidation of the resident domestic corporation or any subsidiary …

(a) Notwithstanding any other provision of this chapter (except for the provisions of subsection (b) of this Code section and Code Section 14-2-1133), a resident domestic corporation shall not engage in any business combination with any interested shareholder for a period of five…

(a) The requirements of this part shall not apply to business combinations with interested shareholders unless the bylaws of the resident domestic corporation specifically provide that all of such requirements are applicable to the resident domestic corporation. Such a bylaw may …

(a) As used in this Code section, the term ‘‘insolvent’’ means: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation’s total assets would be less than the sum of its total liabilities. (b) A corporation …

(a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the good will), otherwise than pursuant to Code Section 14-2-1201, on the terms and conditions and for the consideration determined by the corporation’s …

Georgia law previously contained no provision comparable to subsection (a)(5). Thus the corporation can accord dissenters’ rights to holders of a class or series of stock where neither the Code nor articles of incorporation permit. These dissenters’ rights can be coupled with vot…

As used in this article, the term: (1) ‘‘Beneficial shareholder’’ means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (2) ‘‘Corporate action’’ means the transaction or other action by the corporation that creates …

(a) A record shareholder of the corporation is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If approval of…

A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each pe…

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under this article and be accompanied b…

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders’ meeting, a record shareholder who wishes to assert dissenters’ rights: (1) Must deliver to the corporation before the vote is taken written notice o…

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of Code Section 14-2-1321. (b) The dis…

(a) A record shareholder sent a dissenters’ notice described in Code Section 14-2-1322 must demand payment and deposit his certificates in accordance with the terms of the notice. (b) A record shareholder who demands payment and deposits his shares under subsection (a) of this Co…

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326. (b) The person for whom dissenters’ rights are ass…

(a) Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissen…