Title 14 — Corporations, Partnerships, and Associations

(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…

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…

(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…

(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…

(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 …

(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…

(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…

(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…

(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…

(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 …

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…

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: 598 14-3-123 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 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…

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…

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.)

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…

(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…

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 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…

(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…

(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…

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…

(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…

(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…

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…

(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…

(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…

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…

(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) 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…

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…

(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…

(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (1) Recite the name of the corporation and the effective date of …

(a) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-3-504 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal…

The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained its articles of incorporation through fraud; or (B) The corporation has continued to exceed or abuse the authority conferred upon it …

(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-3-1430 lies in the county where a corporation’s registered office is or was last located. (b) It is not necessary to make members …

Exceptions to prohibition against distributions. 14-3-1433. Grounds for judicial dissolution.

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-3-1430 exist, it may 753 14-3-1433 CORPORATIONS & PARTNERSHIPS 14-3-1440 enter a decree ordering the corporation dissolved, and the clerk of the court shall …

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the c…

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:…

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state …

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use …

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The req…

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of auth…

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-3-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the word ‘‘corporation,’’ ‘‘incorporated,’’ ‘‘co…