Title 14 — Corporations, Partnerships, and Associations

A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation’s request as a director, officer, par…

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or adv…

As used in this part, the term: (1) ‘‘Conflicting interest’’ with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation (or by a subsidiary of the corporation or any other enti…

Transactions not subject to being enjoined, set aside, or other sanctions. Directors’ action after disclosure of conflict or abstention by interested director. Members’ action following disclosure of conflict. Effect of court approval of transaction. Voidability of conflicting in…

(a) Members’ action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing …

In a case involving a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, a transaction that was not the subject of either directors’ action under Code Section 14-3-862 or members’ action under Code Section 14-3-863 is effective for purposes of par…

(a) As used in this Code section, the term: (1) ‘‘Officer’’ means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation. (2) ‘‘Officer’s confli…

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…

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…

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…

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…

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.

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…

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…

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,…

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…

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…

(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…

Effect of dissolution upon causes of action; service of process. Article 10 Annual Reports and Fees 14-4-180. Annual registration required.

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…

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…

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…

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.)

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…

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 …

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…

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…

(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…

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…

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…

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…

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…

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…

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 …

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; …

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 …

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,…

(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…

(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…

This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations and is not intended to change or alter the legal status of any corporation in existence on April 1, 1969. (Code 1933, § 22-5601, enacted by Ga. L. 1969, p. 152,…

Reserved. Repealed by Ga. L. 1988, p. 1070, § 2, effective July 1, 1989. Editor’s notes. — This Code section was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 73; Ga. L. 1970, p. 605, § 5. For present provisions governing derivative actions, see Code Section 14-2-831.…

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section 14-5-11 to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regula…

All corporate powers and privileges of banking, trust, insurance, railroad, canal, navigation, express, and telegraph companies shall be issued and granted by the Secretary of State. Corporate powers and privileges of all other private companies shall be granted only as provided …

The Secretary of State shall be corporation commissioner and shall be charged with the execution of the duties set forth in Chapters 2 through 5 of this title. The corporation commissioner shall appoint a person as assistant corporation commissioner and shall delegate such of the…

All fees collected by the Secretary of State shall be paid into the state treasury for the use of the state, and the Secretary of State shall include in his or her annual reports a full statement of all fees collected or received under Chapters 2 through 5 of this title and the d…

The Secretary of State shall accept for filing and recording only those documents which are suitable for reproduction. (Code 1933, § 22-5203, enacted by Ga. L. 1968, p. 565, § 1.) 830 14-5-40 14-5-23. Rules and regulations.

Notwithstanding any other law to the contrary, the Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this title, which are incidental to and necessary for the implementation and enforcement of such provisions of this title as ar…

By whom powers granted. Right of state to withdraw franchise when charter granted since January 1, 1863. 14-5-4. Corporate existence not subject to collateral attack by person dealing with corporation. 14-5-5. Personal use or borrowing of corporate property by officer or director…

Applicability of Chapter 3 of title. Validity of contracts and deposits; enforcement. Authority to act as trustee of charitable trust. Church represented by majority; effect of withdrawal of part of congregation. Church edifice liable to sale for debt. Interference by courts with…

All contracts made with any nonprofit corporation referred to in Code Section 14-5-40, all deposits for its account, and all conveyances of title to or by it shall be legal and valid. All such contracts may be enforced in the same manner and in the same way as if such nonprofit c…