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Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-623

Legal Research Home > Atlanta Lawyer > Corporations and Partnerships > Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-623

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation´s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The articles of incorporation so authorize;

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) There are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

(d) If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.

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Last modified: April 26, 2006