Title 14 — Corporations, Partnerships, and Associations
0 chapters · 716 sections in this title.
O.C.G.A. § 14-2-1001 Authority to amend
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(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…
O.C.G.A. § 14-2-1002 Amendment by board of directors
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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…
O.C.G.A. § 14-2-1003 Amendment by board of directors and shareholders
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(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…
O.C.G.A. § 14-2-1004 Voting on amendments by voting groups
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(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (unless shareholder voting is not required by virtue of Code Section 14-2-1002) on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of au…
O.C.G.A. § 14-2-1005 Amendment before issuance of shares
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(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…
O.C.G.A. § 14-2-1006 Articles of amendment
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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…
O.C.G.A. § 14-2-1006.1 Publication of notice of change of name
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(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 …
O.C.G.A. § 14-2-1007 Restated articles of incorporation
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(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…
O.C.G.A. § 14-2-1008 Amendment pursuant to reorganization
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Reserved. Repealed by Ga. L. 2006, p. 825, § 7/SB 469, effective July 1, 2006. Editor’s notes. — This Code section was based on Code 1981, § 14-2-1008, enacted by Ga. L. 1988, p. 1070, § 1. COMMENT Note to 2006 Amendment Code Section 14-2-1008 was repealed in light of the adoptio…
O.C.G.A. § 14-2-1009 Effect of amendment
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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…
O.C.G.A. § 14-2-101 Short title
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This chapter shall be known and may be cited as the ‘‘Georgia Business Corporation Code.’’ (Code 1981, § 14-2-101, enacted by Ga. L. 1988, p. 1070, § 1.)
O.C.G.A. § 14-2-102 Reservation of power to amend or repeal
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The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal. (Code 1981, § 14-2-102, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Mode…
O.C.G.A. § 14-2-1020 Amendment by board of directors or shareholders
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(a) A corporation’s board of directors may amend or repeal the corporation’s bylaws or adopt new bylaws unless: (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or (2) The shareholders in amending or repeali…
O.C.G.A. § 14-2-1022 Amendment by board of directors or shareholders
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Bylaw increasing quorum or voting requirement for shareholders. Bylaw increasing quorum or voting requirement for directors. Article 11 PART 5 Merger and Share Exchange JUDICIAL SUPERVISION PART 1 Court action to protect shareholders. Ordinary relief. Extraordinary relief; share …
O.C.G.A. § 14-2-103 Independent legal significance of chapter provisions
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Each provision of this chapter shall have independent legal significance. (Code 1981, § 14-2-103, enacted by Ga. L. 1989, p. 946, § 1.) COMMENT Source: This section was added by amendment in 1989. This section is a codification of a widely recognized rule of construction of busin…
O.C.G.A. § 14-2-104 Short title
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Reservation of power to amend or repeal. Independent legal significance of chapter provisions. Effect of order for bankruptcy relief upon powers and duties of corporation. Article 2 Incorporation 14-2-201. 14-2-201.1. 14-2-202. 14-2-203. 14-2-204. PART 2 FILING DOCUMENTS 14-2-120…
O.C.G.A. § 14-2-1101 Merger
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(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…
O.C.G.A. § 14-2-1102 Share exchange
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(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…
O.C.G.A. § 14-2-1103 Action on plan
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(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…
O.C.G.A. § 14-2-1104 Merger with subsidiary
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(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…
O.C.G.A. § 14-2-1105 Articles or certificate of merger or share exchange
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(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…
O.C.G.A. § 14-2-1105.1 Publication of notice of merger or share exchange
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(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…
O.C.G.A. § 14-2-1106 Effect of merger or share exchange
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(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 …
O.C.G.A. § 14-2-1107 Merger or share exchange with foreign corporation
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(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 403 14-2-1107 CORPORATIONS…
O.C.G.A. § 14-2-1109 Merger with other entities
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(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’’ …
O.C.G.A. § 14-2-1109.2 Election to become corporation
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(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…
O.C.G.A. § 14-2-1110 Definitions
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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 …
O.C.G.A. § 14-2-1111 Additional business combination approval
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In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be: 426 14-2-1111 (1) Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of …
O.C.G.A. § 14-2-1112 The concept of the ‘‘continuing director’’ is adopted from Ky
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Rev. Stat. § 271A.396(6). The requisite approval of the continuing directors is designed to assure that business transactions between the corporation and major shareholders are approved by directors who have no affiliation with the major shareholder. The voting requirements conta…
O.C.G.A. § 14-2-1131 Definitions
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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 …
O.C.G.A. § 14-2-1132 Business combinations with interested stockholders
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(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…
O.C.G.A. § 14-2-1133 Notice of dissenters’ rights
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Notice of intent to demand payment. Dissenters’ notice. Duty to demand payment. Share restrictions. Offer of payment. Failure to take action. Procedure if shareholder dissatisfied with payment or offer. PART 3 PART 3 14-2-1131. 14-2-1132. Definitions.
O.C.G.A. § 14-2-120 Filing requirements
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(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. (b) This chapter must require or permit filing the document in the office of the Secretary…
O.C.G.A. § 14-2-1201 Sale and mortgage of assets not requiring shareholder approval
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(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 …
O.C.G.A. § 14-2-1202 Sale of assets requiring shareholder approval
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(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 …
O.C.G.A. § 14-2-121 Forms
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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 transact business in this state; (3) A foreign corporation’s application for a certi…
O.C.G.A. § 14-2-121.1 Valid period for annual registration
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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…
O.C.G.A. § 14-2-122 Filing fees and penalties
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The Secretary of State shall collect the following fees and penalties when the documents described in this Code section are delivered to him or her for filing: Document Fee (1) Articles of incorporation ....................................$ 100.00 (2) Application for certificate …
O.C.G.A. § 14-2-123 Effective time and date of document
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(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-2-124, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State’s date and time endorsement on the ori…
O.C.G.A. § 14-2-124 Correcting filed document
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(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 …
O.C.G.A. § 14-2-125 Filing duty of Secretary of State
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(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date…
O.C.G.A. § 14-2-126 Appeal from Secretary of State’s refusal to file document
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(a) If the Secretary of State refuses to file a document delivered to his 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 of the county where the corporation’s registered office is…
O.C.G.A. § 14-2-127 Evidence of filing
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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…
O.C.G.A. § 14-2-128 Certificate of existence
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(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…
O.C.G.A. § 14-2-129 Penalty for signing false document
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A person who signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of 31 14-2-129 CORPORATIONS & PARTNERSHIPS 14-2-140 State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punishe…
O.C.G.A. § 14-2-130 Powers
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The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter. (Code 1981, § 14-2-130, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Model Act, § 1.30. This continues the authority granted by former law, in § 14-2-390. Cr…
O.C.G.A. § 14-2-1301 Definitions
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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 …
O.C.G.A. § 14-2-1302 Right to dissent
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(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…
O.C.G.A. § 14-2-1303 Dissent by nominees and beneficial owners
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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…
O.C.G.A. § 14-2-1320 Notice of dissenters’ rights
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(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…