Title 14

In all cases of private charters granted to corporations since January 1, 1863, the state reserves the right to withdraw the franchise unless such right is expressly negatived in the charter. (Orig. Code 1863, § 1636; Code 1868, § 1681; Code 1873, § 1682; Code 1882, § 1682; Civil…

The existence of a corporation claiming a charter under color of law cannot be collaterally attacked by persons who have dealt with it as a corporation. Such persons are estopped from denying its corporate existence. (Civil Code 1895, § 1862; Civil Code 1910, § 2226; Code 1933, §…

(a) It shall be illegal for any corporation incorporated under the laws of, or doing business in, this state or any officer or agent thereof to make or authorize directly or indirectly any contributions from corporate funds for the purpose of influencing the vote, judgment, or ac…

(a) Instruments executed by a corporation conveying an interest in real property, when signed by the president or vice-president and attested or countersigned by the secretary or an assistant secretary or the cashier or assistant cashier of the corporation shall, notwithstanding …

Whenever certificates for shares or other securities issued by domestic or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy on the books or records of the corporation, it is presumed in favor of the corporation, its registrar, an…

The court in which is pending an action, attachment, or judgment upon which is sought garnishment against a corporation shall also have jurisdiction of the garnishment proceeding where the corporation has an agent and place of business in the county in which the court is situated…

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.)

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…

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…

Nonprofit corporation(s) referred to in Code Section 14-5-40 created prior to April 1, 1969, or created thereafter pursuant to this article are authorized to act in their corporate capacity as trustee to administer and carry into effect any charitable trust created prior to April…

The majority of those who adhere to its organization and doctrines represent a church. The withdrawal by one part of a congregation from the original body or the uniting of a part of a congregation with another church or denomination is a relinquishment of all rights in the churc…

In the absence of other property, where a church congregation has incurred a valid debt the church edifice and site are liable to sale for its payment. (Civil Code 1895, § 2361; Civil Code 1910, § 2834; Code 1933, § 22-407; Code 1933, § 22-5505, enacted by Ga. L. 1968, p. 565, § …

Courts are reluctant to interpose in questions affecting the management of the temporalities of a church; but, when property is devoted to a specific doctrine or purpose, the courts will prevent it from being diverted from the trust. (Civil Code 1895, § 2362; Civil Code 1910, § 2…

All deeds of conveyance executed before April 1, 1969, or thereafter for any lots of land within this state to any person or persons, to any church or religious society, or to trustees for the use of any church or religious society for the purpose of erecting churches or meeting …

All trustees to whom conveyances are or shall be executed, for the purposes expressed in Code Section 14-5-46, shall be subject to the authority of the church or religious society for which they hold the same in trust and may be expelled from said trust by such church or society,…

Every church or religious society is authorized to fill all vacancies which may arise in the administration of the trusts described in Code Section 14-5-46 by the death, removal, or expulsion of a trustee or otherwise. When any vacancy shall be filled, the same shall be certified…

Code Sections 14-5-46 through 14-5-48 shall be so construed as to apply to all societies whether social, charitable, secret, or masonic or by whatever name they may be called; and all criminal laws for the protection of religious societies shall be so construed as to apply to all…

The societies referred to in Code Section 14-5-49 shall be bodies politic and corporate for the purposes of receiving in their distinct and proper names by their trustees or officers all property, both personal and real, by purchase, gift, or bequest. They may plead, be impleaded…

Any eleemosynary or religious corporation created in this state prior to April 1, 1969, or thereafter chartered is by virtue of its existence authorized, in addition to the propagation of the gospel, to: (1) Conduct schools for the training of youth; (2) Own and operate for itsel…

This departs from former Georgia practice under § 14-2-171, which required the corporation to set forth its purpose. Subsection (b) of the Model Act, which dealt with corporations subject to regulation under another statute, was omitted. This matter is covered in Article 17 in a …

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…

This chapter shall be known and may be cited as the ‘‘Georgia Professional Corporation Act.’’ (Ga. L. 1970, p. 243, § 1.)

Mann, 307 Ga. App. 413, 701 S.E.2d 232 (2010). 2. Engineering Profession A. In General Third-party complaint against an architectural firm, which was being sued in a wrongful death action for alleged faulty design and construction of a heating system, was subject to the affidavit…

A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The art…

(a) A professional corporation may practice only one profession, but for the purpose of this chapter, (1) the practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit ove…

(a) Shares in a professional corporation may only be issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized and who, unless disabled, is actively engaged in such practice as an active practicing member of t…

The name of a professional corporation shall satisfy the requirements of Code Section 14-2-401; provided, however, that, in lieu of the use of a word or abbreviation as required by paragraph (1) of subsection (a) of that Code section, the word ‘‘associated,’’ the phrase ‘‘profess…

Nothing contained in this chapter shall limit the authority and duty of any regulating board to regulate the several professions including the right to establish and enforce standards of practice, and nothing contained in this chapter shall change the law or existing standards ap…

This chapter shall be known and may be cited as the ‘‘Uniform Partnership Act.’’ (Code 1981, § 14-8-1, enacted by Ga. L. 1984, p. 1439, § 1; Ga. L. 2017, p. 774, § 14/HB 323.) The 2017 amendment, effective May 9, 2017, part of an Act to revise, modernize, and correct the Code, su…

(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner’s act did not bind the partnership…

(a) A statement of partnership in the name of the partnership, signed by all of the partners and witnessed and notarized, may be recorded in the office of the clerk of the superior court of any county and shall be recorded by such clerk in a book to be kept for that purpose and o…

An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership. (Code 1981, § 14-8-11, enacted by Ga. L. 1984, p. 1439, § 1.) COMMENT Note to Uniform Partnership Act This section states the e…

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it…

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partners…

The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money or property of a thir…

(a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership. (b) Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a part…

A partnership may sue or be sued in its common name. (Code 1981, § 14-8-15.1, enacted by Ga. L. 1987, p. 1444, § 1.)

(a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representatio…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid his or her contributions, whether by way of capital or advances to the partnership property an…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. (Code 1981, § 14-8-19, enacted by Ga. L. 1984, p. 1…

As used in this chapter, the term: (1) ‘‘Bankrupt’’ means a person who is the subject of: (A) The entry of an order for relief under Section 303(h) of the Bankruptcy Code (11 U.S.C. Section 303(h)) or the filing of a petition for voluntary bankruptcy under Section 301 of the Bank…

Partners shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the partners to any partner and to the legal representative of any deceased partner or of any partner under legal disability. (Code 1981, § 14-8…

(a) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him …