onecle - legal research

Court Opinions

State Laws

US Code

US Constitution

Georgia Code - Corporations and Partnerships - Title 14

Legal Research Home > Georgia Laws > Corporations and Partnerships > Georgia Code - Corporations and Partnerships - Title 14

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-101

This chapter shall be known and may be cited as the 'Georgia Business Corporation Code.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-102

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-103

Each provision of this chapter shall have independent legal significance. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-120

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-121

The Secretary of State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) A ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-122

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: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-123

(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) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-124

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-125

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-126

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-127

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-128

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-129

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 State for filing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-130

The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-140

As used in this chapter, the term: (1) 'Articles of incorporation' include amended and restated articles of incorporation and articles of merger. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-141

(a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-142

(a) For purposes of this chapter, the following identified as a shareholder in a corporation´s current record of shareholders constitute one shareholder: (1) Three or fewer ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-150

The signatures of the officers of a corporation and the seal of the corporation upon any bond, debenture, interest coupon, or other debt security may be facsimiles if ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-151

(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-201

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-201.1

(a) Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-202

(a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-2-401; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-203

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State´s filing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-204

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-205

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-206

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-207

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-301

Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-302

Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or an amendment thereto adopted ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-303

(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-304

(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-401

(a) A corporate name: (1) Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or words or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-402

(a) A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-2-122. If the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-501

Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-502

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-503

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-504

(a) A corporation´s registered agent is the corporation´s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-510

(a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-601

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-602

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights of (1) any ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-603

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-604

(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-620

(a) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-621

(a) The powers granted in this Code section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-622

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the ...

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-624

(a) A corporation may issue rights, options, or warrants with respect to the shares of the corporation whether or not in connection with the issuance and sale of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-625

(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, there shall be no differences in the rights and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-626

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-627

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-628

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-630

(a) The shareholders of all corporations, other than those described in subsection (b) of this Code section, do not have a preemptive right to acquire the corporatiońs unissued ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-631

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares, unless the articles of incorporation provide that reacquired shares become treasury ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-640

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-641

(a) As used in this Code section, the term: (1) 'Call' means a notice or demand, pursuant to a right contained in the articles of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-701

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders´ ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-702

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-703

(a) The superior court of the county where a corporation´s registered office is located may summarily order a meeting to be held: (1) On application ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-704

(a) Action required or permitted by this chapter to be taken at a shareholderś meeting may be taken without a meeting if the action is taken by all ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-705

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholderś meeting no fewer than ten nor more than 60 days ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-706

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-707

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-720

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-721

(a) Except as provided in subsections (b) and (c) of this Code section or unless the articles of incorporation provide otherwise, each outstanding share (other than shares of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-722

(a) A shareholder may vote his or her shares in person or by proxy. (b) A shareholder or his or her agent or attorney in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-723

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-724

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-725

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-726

(a) If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-727

(a) The articles of incorporation or a bylaw adopted under Code Section 14-2-1021 may provide for a greater or lesser quorum (but not less than one-third of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-728

(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-729

The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-729.1

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-730

(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-731

(a) Two or more shareholders may provide for the manner in which their shares will be voted by signing an agreement for that purpose. A voting agreement created ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-732

(a) An agreement among the shareholders of a corporation that complies with this Code section is effective among the shareholders and the corporation even though it is inconsistent ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-740

As used in this part, the term: (1) 'Derivative proceeding' means a civil suit in the right of a domestic corporation or, to the extent ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-741

A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-742

A shareholder may not commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-743

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-744

(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-745

A derivative proceeding may not be discontinued or settled without the court´s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-746

On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff´s reasonable expenses (including attorneys´ fees) incurred in the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-747

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-801

(a) Each corporation must have a board of directors, except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-802

Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor shareholders of the corporation unless the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-803

(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-804

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-805

(a) The terms of the initial directors of a corporation expire at the first shareholders´ meeting at which directors are elected. (b) The terms of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-806

(a) The articles of incorporation or a bylaw adopted by the shareholders may provide for staggering the terms of the directors by dividing the total number of directors ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-807

(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its chairman, or to the corporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-808

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-809

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-810

(a) Unless the articles of incorporation or a bylaw approved by the shareholders provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-811

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-820

(a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-821

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directorś meeting may be ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-822

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-823

(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-824

(a) Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-825

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-830

(a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In a manner he believes ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-831

(a) A derivative proceeding, as defined in subsection (a) of Code Section 14-2-740, may be brought by a shareholder, or an action may be brought by the corporation, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-832

(a) A director who votes for or assents to a distribution made in violation of Code Section 14-2-640 or the articles of incorporation is personally liable to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-840

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-841

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-842

(a) An officer with discretionary authority shall discharge his duties under that authority: (1) In a manner he believes in good faith to be in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-843

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-844

(a) The appointment of an officer does not itself create contract rights. (b) An officer´s removal does not affect the officer´s contract rights, if any, with ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-850

As used in this part, the term: (1) 'Corporation' includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-851

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-852

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-853

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-854

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or advance for expenses to the court ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-855

(a) A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-856

(a) If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders by a majority of the votes entitled to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-857

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-858

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-859

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-860

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-861

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-862

(a) Directors´ action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section 14-2-861 if the transaction received the affirmative vote of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-863

(a) Shareholders´ action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-2-861 if a majority of the votes entitled to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-864

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-901

(a) This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article. (b) This article applies to a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-902

(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. (b) A corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-910

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: 'The rights of shareholders in a statutory close ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-911

(a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-912

(a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of Code Section 14-2-911 must first offer them to the corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-913

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-914

(a) This Code section and Code Sections 14-2-915 through 14-2-917 apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-915

(a) A person entitled and desiring to exercise the compulsory purchase right described in Code Section 14-2-914 must deliver a written notice to the corporation, within 120 days ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-916

(a) If an offer to purchase shares made under Code Section 14-2-915 is rejected, or if no offer is made, the person exercising the compulsory purchase right may ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-917

(a) The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-920

(a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-921

The articles of incorporation or a bylaw adopted by the shareholders of a statutory close corporation may confer upon holders of any class or series of shares the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-922

(a) A statutory close corporation may operate without a board of directors if its articles of incorporation, bylaws approved by the shareholders, or agreements between the shareholders that ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-923

(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-924

(a) The annual meeting date for a statutory close corporation is the first business day after the thirty-first day of May unless its articles of incorporation, bylaws, or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-925

Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-926

The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-930

(a) A plan of merger or share exchange: (1) That if effected would terminate statutory close corporation status must be approved by the holders of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-931

(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-932

(a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-933

(a) The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-940

(a) Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-941

(a) If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section 14-2-940 exist, it may order one or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-942

(a) If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-943

(a) The court may dissolve the corporation if it finds that: (1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-950

This article applies to all corporations electing statutory close corporation status under Code Section 14-2-902 after July 1, 1989. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1001

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1002

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: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1003

(a) A corporatiońs board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1004

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1005

(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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1006

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1006.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1007

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1008

(a) A corporation´s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1009

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1020

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1021

(a) A bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1022

(a) Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1101

(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) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1102

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1103

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1104

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1105

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1105.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1106

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1107

(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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1108

(a) Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1109

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1109.1

(a) As used in this Code section, the term 'limited liability company' means any limited liability company formed under Chapter 11 of this title. (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1110

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1111

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be: (1) Unanimously approved ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1112

(a) As used in this Code section, the term 'interested shareholder' refers to the interested shareholder which is party to, or an affiliate of which is party to, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1113

(a) The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1131

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1132

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1133

(a) The requirements of this part shall not apply to business combinations with interested shareholders unless the bylaws of the resident domestic corporation specifically provide that all of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1201

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1202

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1301

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1302

(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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1303

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1320

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1321

(a) If proposed corporate action creating dissenters´ rights under Code Section 14-2-1302 is submitted to a vote at a shareholders´ meeting, a record shareholder who wishes to assert ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1322

(a) If proposed corporate action creating dissenters´ rights under Code Section 14-2-1302 is authorized at a shareholders´ meeting, the corporation shall deliver a written dissenters´ notice to all ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1323

(a) A record shareholder sent a dissenters´ notice described in Code Section 14-2-1322 must demand payment and deposit his certificates in accordance with the terms of the notice. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1324

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1325

(a) Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1326

(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1327

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1330

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1331

(a) The court in an appraisal proceeding commenced under Code Section 14-2-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1332

No action by any dissenter to enforce dissenters´ rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1401

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1402

(a) A corporation´s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1403

Upon approval of a proposal for dissolution pursuant to Code Section 14-2-1402, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1403.1

(a) Together with the notice of intent to dissolve provided for in Code Section 14-2-1403, the corporation shall deliver to the Secretary of State an undertaking (which may ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1404

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1405

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1406

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1407

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-2-1403.1 a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1408

(a) If a notice of intent to dissolve under Code Section 14-2-1403 has not been revoked, when all known debts, liabilities, and obligations of the corporation have been ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1409

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1410

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1420

The Secretary of State may commence a proceeding under Code Section 14-2-1421 to dissolve a corporation administratively if: (1) The state revenue commissioner has certified ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1421

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1420 for dissolving a corporation, he shall provide the corporation with written ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1422

(a) A corporation administratively dissolved under Code Section 14-2-1421 may apply to the Secretary of State for reinstatement. The application must: (1) Recite the name ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1423

(a) If the Secretary of State denies a corporation´s application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-2-504 with a written notice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1430

The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1431

(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 14-2-1430 lies ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1432

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1433

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1440

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1501

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1502

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1503

(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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1504

(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: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1505

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1506

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-2-401, the foreign corporation to obtain or maintain a certificate of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1507

Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the same ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1508

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1509

(a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1510

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation´s agent for service of process, notice, or demand required or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1520

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1530

The Secretary of State may commence a proceeding under Code Section 14-2-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1531

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1530 for revocation of a certificate of authority, he shall provide the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1532

(a) A foreign corporation may appeal the Secretary of State´s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1540

(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1601

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1602

(a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all amendments to them currently ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1603

(a) A shareholder´s agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1604

(a) If a corporation does not allow a shareholder who complies with subsection (b) of Code Section 14-2-1602 to inspect and copy any records required by that subsection ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1620

(a) Not later than four months after the close of each fiscal year and in any case prior to the annual meeting of shareholders, each corporation shall prepare ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1621

If a corporation indemnifies or advances expenses to a director under Code Section 14-2-851, 14-2-852, 14-2-853, or 14-2-854 in connection with a proceeding by or in the right ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1622

(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1701

(a) Subject to the limitations of subsection (b) of this Code section, this chapter shall apply: (1) To all corporations for profit, existing on or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1702

A foreign corporation authorized to transact business in this state on July 1, 1989, is subject to this chapter but is not required to obtain a new certificate ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-2-1703

(a) Except as provided in subsection (b) of this Code section, the amendment or repeal of a statute by this chapter does not affect: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-101

This chapter shall be known and may be cited as the 'Georgia Nonprofit Corporation Code.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-102

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-120

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-121

The Secretary of State may prescribe and furnish on request, forms for: (1) An application for a certificate of existence; (2) A foreign ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-122

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-123

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-124

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-125

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120, the Secretary of State shall file ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-126

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-127

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-128

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-129

A person who signs a document he or she knows is false in any material respect with intent that the document be delivered to the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-130

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-140

As used in this chapter, the term: (1) 'Articles of incorporation' or 'articles' includes amended and restated articles of incorporation and articles of merger. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-141

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-160

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-170

(a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-180

If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-201

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-202

(a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-3-401; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-202.1

Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-203

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State´s filing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-204

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-205

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-206

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-207

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-301

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-302

Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or in the case of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-303

(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-304

(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-305

(a) As used in this Code section, the term 'nonprofit' means any corporation which is formed, created, or operated by or on behalf of a hospital authority. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-401

(a) A corporate name: (1) Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'Corp.,' 'Inc.,' 'Co.,' or 'Ltd.,' or words or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-402

(a) A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-3-122. If the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-501

Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-502

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-503

(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-504

(a) A corporation´s registered agent is the corporation´s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-510

(a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-601

(a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-602

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-603

A corporation is not required to have members. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-610

Members as defined in paragraph (22) of Code Section 14-3-140 shall have no voting rights, other than to elect directors, except as specifically provided in the articles or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-611

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-612

A member may become liable to the corporation for dues, assessments, or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-613

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-620

(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-621

Unless otherwise expressly provided in a corporation´s articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-630

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the rights and authority of members. (b) The ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-701

(a) A corporation with members shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-702

(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-703

(a) The superior court may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-704

(a) Unless limited or prohibited by the articles or bylaws, or unless this chapter requires a greater number of affirmative votes, action required or permitted by this chapter ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-705

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-706

(a) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-707

(a) The bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members´ meeting, to demand a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-708

(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-720

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-721

(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-722

(a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-723

(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of a majority ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-724

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy. (b) A member or his ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-725

(a) Unless otherwise provided in the articles, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-726

A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-727

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-730

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-740

As used in this part, the term: (1) 'Derivative proceeding' means a civil suit in the right of a domestic corporation or, to the extent ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-741

A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-742

(a) No derivative proceeding may be commenced until: (1) A written demand has been made upon the corporation to take suitable action; and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-743

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-744

(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-745

A derivative proceeding may not be discontinued or settled without the court´s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-746

On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff´s reasonable expenses (including attorneys´ fees) incurred in the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-747

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-801

(a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this Code section, all corporate ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-802

Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-803

(a) A board of directors must consist of one or more natural persons, with the number specified in or fixed in accordance with the articles or bylaws. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-804

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-805

(a) The terms of the initial directors of a corporation expire at the first meeting of members or directors for the election of directors or for such other ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-806

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-807

(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its presiding officer, or to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-808

Unless the corporation´s articles or bylaws provide otherwise: (1) The members may remove, with or without cause, one or more directors elected by them; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-809

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Except as otherwise provided ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-810

(a) The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-811

(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this Code section, if a vacancy occurs on a board ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-812

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-813

(a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-820

(a) A board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles or bylaws provide otherwise, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-821

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directorś meeting may be taken without ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-822

(a) Unless the articles or bylaws provide otherwise, regular meetings of the board may be held without notice of the date, time, place, and purpose of the meeting. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-823

(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-824

(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of: (1) A majority ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-825

(a) Unless the articles or bylaws provide otherwise, a board of directors may create one or more committees of the board and appoint members of the board to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-830

Unless a different standard is prescribed by law: (1) A director shall discharge his or her duties as a director, including his or her duties ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-831

(a) Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830, a director who votes for or assents to a distribution made in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-840

(a) A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-841

Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles or bylaws, the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-842

Unless a different standard is prescribed by law: (1) An officer with discretionary authority shall discharge his or her duties under that authority: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-843

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-844

(a) The appointment of an officer does not itself create contract rights. (b) An officer´s removal does not affect the officer´s contract rights, if any, with ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-845

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-846

(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-850

As used in this part, the term: (1) 'Corporation' includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-851

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-852

A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-853

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-854

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or advances of expenses to the court ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-855

(a) A corporation may not indemnify a director under Code Section 14-3-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-856

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-857

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-858

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-860

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-861

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-862

(a) Directorś action respecting a transaction is effective for purposes of paragraph (1) of subsection (b) of Code Section 14-3-861 if the transaction received the affirmative vote of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-863

(a) Memberś 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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-864

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-865

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1001

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 or to delete ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1002

If a corporation has no members or no members entitled to vote thereon, its incorporators until directors have been chosen and thereafter its board of directors may adopt ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1003

If the articles or bylaws require a vote of the members: (1) Unless the articles provide otherwise, a corporation´s board of directors may adopt one ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1004

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1005

A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1005.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1006

(a) A corporatiońs board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1007

(a) A corporation´s articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1008

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1020

If a corporation has no members or no members entitled to vote thereon, its incorporators until the organizational meeting of directors and thereafter its board of directors may ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1021

(a) To adopt an amendment to a corporation´s bylaws if there are members required to vote thereon: (1) The board of directors must recommend the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1022

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise: (1) The members of a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1030

The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1040

A corporation organized under this chapter may amend its articles of incorporation to provide that the corporation shall operate as a for profit business corporation. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1041

(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: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1042

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1101

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1102

(a) Without the prior approval of the superior court in a proceeding of which the Attorney General has been given written notice, a corporation described in paragraph (2) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1103

(a) Unless this chapter, the articles, the bylaws, or the board of directors or members acting pursuant to subsection (c) of this Code section require a greater vote ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1104

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1104.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1105

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1106

(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) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1107

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation or entity ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1108

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1201

Unless otherwise provided by this chapter, the articles, or bylaws, a corporation may on the terms and conditions, for the consideration determined by the board of directors, and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1202

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1301

Except as provided in Code Section 14-3-1302 and Article 14 of this chapter, a corporation shall not make any distributions. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1302

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1401

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1402

(a) A corporatiońs board of directors may propose dissolution for submission to the members, if there are members entitled to vote thereon as follows: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1403

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1404

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1404.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1405

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1406

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1407

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1408

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-3-1404.1 a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1409

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1409.1

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1410

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1420

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1421

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1422

(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement. The application must: (1) Recite the name ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1423

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1430

The superior court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (A) The ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1431

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1432

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1433

(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 enter a decree ordering ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1440

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1501

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1502

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1503

(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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1504

(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: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1505

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1506

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1507

Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be the same ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1508

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1509

(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1510

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation´s agent for service of any process, notice, or demand required ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1520

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1530

The Secretary of State may commence a proceeding under Code Section 14-3-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1531

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1530 for revocation of a certificate of authority, he or she shall ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1532

(a) A foreign corporation may appeal the Secretary of State´s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1540

(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1601

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1602

(a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all amendments to them currently ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1603

(a) A member´s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1604

(a) If a corporation does not allow a member who complies with subsection (b) of Code Section 14-3-1602 to inspect and copy any records required by that subsection ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1605

Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member´s ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1620

(a) A corporation upon request in writing or by electronic transmission from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1621

If a corporation indemnifies or advances expenses to a director under Code Section 14-3-851, 14-3-852, 14-3-853, or 14-3-854 in connection with a proceeding by or in the right ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1622

(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1701

(a) Subject to the limitations of subsection (b) of this Code section, this chapter shall apply: (1) To all nonprofit corporations, existing on or formed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1702

A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter. A foreign corporation that is authorized to transact business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-3-1703

(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect: (1) The operation ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-1

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-2

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-21

Every banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporation shall have such number of directors, not less than three, as may be provided by its charter, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-22

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-23

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-24

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-25

(a) The name of a corporation shall become immediately available for use by others upon: (1) The surrender by the corporation of its franchise; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-40

Every corporation having capital stock incorporated prior to April 1, 1969, or thereafter by the Secretary of State or by Act of the General Assembly, including corporations with ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-41

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-42

The provisions of law relating to the issue of shares of capital stock with par value, including in the case of a corporation under the jurisdiction of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-43

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-44

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-45

Upon the organization of any corporation having shares of stock without par value, the petition, declaration, or other application for incorporation required by law, in addition to other ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-46

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-47

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-60

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-61

Every private corporation incorporated in this state on or after April 1, 1969, shall have, in addition to the powers granted in its articles of incorporation or charter ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-62

Corporations shall have continuous succession during the time limited by their articles of incorporation or charters, notwithstanding the death of their members. Should any articles of incorporation or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-63

Persons who organize a company and transact business in its name before the minimum capital stock has been subscribed for are liable to creditors to make good the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-64

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-65

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-80

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-81

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-100

(a) Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-101

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-102

If application shall be made by an insurance company under subsection (b) of Code Section 14-4-100 to amend its charter, the Secretary of State shall issue the insurance ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-103

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-104

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-105

(a) Notwithstanding any other laws of this state applicable to amendments of charters or certificates of incorporation of railroad companies incorporated under the laws of this state or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-120

(a) Any railroad, insurance, express, telegraph, canal, or navigation company, whether incorporated by special Act of the General Assembly or by the Secretary of State under the general ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-121

When the petition, abstract, and affidavit required by Code Section 14-4-120 have been filed in the office of the Secretary of State, he shall issue to the petitioning ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-140

Any two or more corporations incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, may merge into ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-141

A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-142

A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-143

If any corporation incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, merges or enters into a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-144

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-145

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-146

Upon making demand in writing for the value of his stock under Code Section 14-4-143, a stockholder shall forfeit all rights with respect to such stock except the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-147

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-148

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-149

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 consolidate vested ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-150

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-160

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-161

(a) The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-180

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-181

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-182

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-4-183

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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-1

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-2

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-3

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-4

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-6

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-7

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-8

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-9

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-11

(a) If there is no other statute which authorizes or prescribes the manner in which any domestic corporation which is not otherwise subject to Chapter 2 or Chapter ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-20

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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-21

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-22

The Secretary of State shall accept for filing and recording only those documents which are suitable for reproduction. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-23

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-40

Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for religious, fraternal, or educational purposes, including incorporated churches, religious and fraternal societies, schools, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-41

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-42

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-43

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-44

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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-45

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-46

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-47

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-48

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-49

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-50

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-5-51

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-6-1 through 14-6-15

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-1

This chapter shall be known and may be cited as the 'Georgia Professional Corporation Act.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-2

As used in this chapter, the definitions contained in Chapter 2 of this title apply, and the term: (1) 'Licensed' includes registered, certified, admitted to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-3

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-4

(a) A professional corporation may practice only one profession, but for the purpose of this chapter, the practice of architecture, professional engineering, and land surveying shall be considered ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-5

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-6

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-7-7

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-1

This chapter may be cited as the 'Uniform Partnership Act.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-2

As used in this chapter, the term: (1) 'Bankrupt' means a person who is the subject of: (A) The entry of an ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-3

(a) A person has 'knowledge' of a fact within the meaning of this chapter not only when such person has actual knowledge thereof, but also when he has ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-4

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) The ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-5

In any case not provided for in this chapter, the other provisions of this Code and the rules of common law and equity shall govern. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-6

(a) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-7

In determining whether a partnership exists, the following rules shall apply: (1) Except as provided by Code Section 14-8-16 persons who are not partners as to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-8

(a) Subject to subsection (d) of this Code section, property, whether real or personal, is presumed to be partnership property where: (1) It is included ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-9

Subject to the provisions of Code Section 14-8-10.1: (1) Every partner is an agent of the partnership for the purpose of its business, and the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-10

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-10.1

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-11

An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-12

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-13

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-14

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-15

(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. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-15.1

A partnership may sue or be sued in its common name. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-16

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-17

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-18

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) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-19

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-20

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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-21

(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 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-22

In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-23

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-24

The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-25

(a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (b) The incidents of the tenancy are ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-26

A partner´s interest in the partnership is his share of the profits and surplus, and the same is personal property. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-27

(a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. (b) A conveyance by a partner of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-28

(a) On due application to a competent court by any judgment creditor of a partner or of any assignee of an interest in the partnership, the court which ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-29

Upon dissolution of a partnership the partners cease to be associated in the carrying on of the partnership. The partnership shall continue until termination pursuant to Code Section ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-30

On dissolution the partnership is not terminated, but continues until the winding up of the partnership affairs is completed. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-31

(a) Dissolution is caused: (1) By the termination of the definite term or particular undertaking specified in the agreement; (2) By the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-32

(a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared mentally incapacitated in any ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-33

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-34

Subject to contrary agreement of the partners, each partner is liable to his or her copartners for his or her share of any liability created by any partner ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-35

(a) After dissolution a partner can bind the partnership except as provided in subsection (c) of this Code section: (1) By any act appropriate for ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-36

(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (b) A partner is discharged from any existing ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-37

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-38

(a) Unless otherwise agreed by the partners in the partnership agreement, at the time of the transaction, or at any other time, including, but not limited to, an ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-38.1

When a partnership is dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the business is continued as ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-38.2

In every instance prior to July 1, 1989, where a partnership has been dissolved for any reason, either pursuant to the provisions of this chapter or the partnership ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-39

Where a partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-40

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-41

(a) When any partner withdraws, is expelled, or dies and the business of the dissolved partnership is continued by one or more of the partners, either alone or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-42

When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section 14-8-41 or paragraph (2) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-43

The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up partners or the surviving ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-44

(a) The laws of the jurisdiction under which a foreign limited liability partnership is organized govern its organization and internal affairs and the liability of its partners, regardless ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-45

(a) A foreign limited liability partnership transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-46

(a) Each foreign limited liability partnership that is required to procure a certificate of authority to do business in this state shall continuously maintain in this state a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-47

(a) If the Secretary of State finds that an application for a certificate of authority conforms to law and all requisite fees and any penalty due pursuant to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-48

(a) A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-49

A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-50

(a) A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-51

The Secretary of State may commence a proceeding under Code Section 14-8-52 to revoke the certificate of authority of a foreign limited liability partnership authorized to transact business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-52

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-8-51 for revocation of a certificate of authority, the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-53

(a) A foreign limited liability partnership may appeal the Secretary of State´s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-54

(a) A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-55

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-56

(a) Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-57

The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-58

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-59

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-60

The Secretary of State´s duty to file documents under this chapter is ministerial. The Secretary of State´s filing or refusing to file a document does not: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-61

Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-62

(a) To become and to continue as a limited liability partnership, a partnership shall record in the office of the clerk of the superior court of any county ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-63

(a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words 'limited liability partnership,' it being permitted ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-8-64

(a) A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-1

This article may be cited as the 'Uniform Limited Partnership Act.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-2.1

This article is applicable only to limited partnerships to which Chapter 9 of this title or Article 2 of this chapter does not apply as provided by Code ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-2

A limited partnership is a partnership formed by two or more persons under Code Section 14-9A-20, having as members one or more general partners and one or more ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-3

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. (b) This ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-4

In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-5

(a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-20

(a) Two or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate, which shall state: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-21

(a) A limited partnership may carry on any business which a partnership without limited partners may carry on, except for banking, insurance, railroad, trust, canal, navigation, express, and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-22

(a) The surname of a limited partner shall not appear in the partnership name, unless: (1) It is also the surname of a general partner; ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-23

After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of Code ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-24

(a) A person may be a general partner and a limited partner in the same partnership at the same time. (b) A person who is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-25

(a) The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such. (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-26

(a) The writing to amend a certificate shall: (1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-27

If the certificate required under Code Section 14-9A-20 contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-40

The contributions of a limited partner may be cash or other property but not services. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-41

A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-42

(a) A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-43

A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-44

(a) A limited partner may loan money to and transact other business with the partnership and, unless he is also a general partner, receive on account of resulting ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-45

Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-46

A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated in the certificate, provided that after such ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-47

(a) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until: (1) All liabilities ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-48

(a) A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-49

A limited partner´s interest in the partnership is personal property. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-50

(a) A limited partner´s interest is assignable. (b) A substituted limited partner is a person admitted to all the rights of a limited partner who ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-51

(a) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-52

(a) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-70

A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-80

A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-90

The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (1) Under a right ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-91

(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors, in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-110

(a) This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited partnerships subject to Article 1 ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-111

(a) A limited partnership may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities prescribed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-112

The business of a limited partnership may be conducted under a firm name in which the name of at least one of the partners is contained, to which ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-113

(a) Persons desirous of forming a limited partnership shall make and severally sign, either themselves or by attorneys in fact, a certificate which shall contain: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-114

The certificate required under Code Section 14-9A-113 shall be acknowledged by the several persons signing the same, or their attorneys in fact, before a judge of the superior ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-115

The certificate and power of attorney in fact required under Code Section 14-9A-113, so acknowledged and certified, shall be filed in the office of the clerk of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-116

At the time of filing the original certificate required under Code Section 14-9A-113, with the evidence of the acknowledgment thereof, an affidavit or affidavits of the several general ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-117

A certified copy of the certificate, power of attorney, and affidavits required to be filed under Code Sections 14-9A-115 and 14-9A-116 shall be admissible in evidence in all ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-118

No limited partnership shall be deemed to have been formed until the certificate required under Code Section 14-9A-113 shall have been made, acknowledged, filed, and recorded, nor until ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-119

(a) The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry in at least two newspapers published in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-120

Every renewal or continuance of a limited partnership beyond the time fixed for its duration shall be certified, acknowledged, and recorded; an affidavit of a general partner shall ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-121

(a) Except as provided in this Code section, every change made in the firm name of the general partners, in the nature of the business, or in the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-122

(a) No dissolution of a limited partnership by the acts of the partners shall take place prior to the time specified in the original certificate or the certificate ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-123

(a) Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership. (b) A special partner may at ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-124

(a) No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-125

In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-126

Actions brought by limited partnerships shall be in the name or names of the general partners only. Actions brought against limited partnerships shall be brought against the general ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-127

The general partners of a limited partnership shall be liable, both in law and equity, to each other and to the special partners for their management of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-128

Every partner who shall be guilty of any fraud in the affairs or business of the partnership shall be liable civilly to the party injured to the extent ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-129

(a) Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-9A-130

Every partner who shall work any fraud in the affairs or business of a limited partnership shall be guilty of a misdemeanor. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-1

This chapter may be cited as 'The Georgia Professional Association Act.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-2

As used in this chapter, the term: (1) 'Professional association' means an unincorporated association, as distinguished from a partnership, organized under this chapter for the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-3

Any two or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-4

(a) Articles of association. (1) FILING; CONTENTS. To form a professional association, such persons shall execute and file articles of association in the office of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-5

A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-6

A professional association may render professional service only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-7

(a) This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-8

(a) Board of governors; officers. A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-9

Unless the articles of association expressly provide otherwise, a professional association shall continue as a separate entity independent of its members or shareholders, for all purposes for such ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-10

(a) Stock-type and nonstock associations. A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-11

If any member, shareholder, agent, or employee of a professional association becomes legally disqualified to render a professional service within this state or accepts employment or is elected ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-12

If the articles of association or bylaws of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-13

Reserved. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-14

A member or shareholder of a professional association may sell or transfer his membership or shares in such professional association only to another individual who is duly licensed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-15

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-16

A professional association organized pursuant to this chapter may contract in its own name, take, hold, and sell real and personal property in its own name, independent of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-17

Code Sections 9-2-24 and 9-2-25 are incorporated by reference and shall govern professional associations organized pursuant to this chapter in all respects as contained therein. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-10-18

A professional association organized pursuant to this chapter shall be governed generally by all laws governing or applying to corporations, where applicable, and not in conflict with this ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-100

This chapter may be cited as the 'Georgia Limited Liability Company Act.' ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-101

As used in this chapter, unless the context otherwise requires, the term: (1) 'Articles of organization' means the articles filed under Code Section 14-11-203 and such ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-102

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, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-201

(a) A limited liability company may be formed under this chapter for any lawful purpose. If the purpose for which a limited liability company is formed makes it ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-202

Each limited liability company formed in this state shall have the same powers as any person has to do all things necessary to carry out its purpose, business, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-203

(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-204

(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207. (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-205

(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-206

(a) A signed original and one exact or conformed copy of any document required or permitted to be filed pursuant to this chapter shall be delivered to the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-207

(a) The name of each limited liability company shall be as set forth in its articles of organization and: (1) Must contain the words 'limited ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-208

(a) A person may apply to reserve a name for the purpose of forming a limited liability company by paying the fee specified in Code Section 14-11-1101. If ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-209

(a) Each limited liability company shall continuously maintain in this state: (1) A registered office which may, but need not, be a place of its business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-210

(a) A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-211

(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document: (1) Contains ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-212

(a) A corporation, limited partnership, or general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-301

(a) Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-302

Limitations on the authority of any or all members or managers that are set forth in a limited liability company´s articles of organization shall be conclusively presumed in ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-303

(a) A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-304

(a) Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-305

In managing the business or affairs of a limited liability company: (1) A member or manager shall act in a manner he or she believes ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-306

Subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may, and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-307

(a) The provisions of this Code section shall apply to a limited liability company unless its articles of organization or a written operating agreement provides that they shall ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-308

(a) Except as otherwise provided in this chapter or in the articles of organization or a written operating agreement, and subject to subsection (b) of this Code section: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-309

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Action required or permitted by this chapter to be taken ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-310

(a) Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager: (1) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-311

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Notice shall be in writing unless oral notice is reasonable ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-312

Except as otherwise provided in the articles of organization or a written operating agreement: (1) A member or manager may waive any notice required by ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-313

Except as otherwise provided in the articles of organization or a written operating agreement: (1) Each limited liability company shall keep at its principal office ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-314

This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-401

A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-402

(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31, a promise to make a contribution to the capital of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-403

The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-404

A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-405

(a) Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-406

Except as provided in the articles of organization or a written operating agreement: (1) A member, regardless of the nature of the member´s contribution, has no ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-407

(a) No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-408

(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of the articles of organization, a written operating agreement, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-409

At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-501

(a) A limited liability company interest is personal property. A member has no interest in specific limited liability company property. (b) An operating agreement or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-502

Except as otherwise provided in the articles of organization or a written operating agreement: (1) A limited liability company interest is assignable in whole or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-503

Except as otherwise provided in the articles of organization or a written operating agreement: (1) An assignee of a limited liability company interest may become ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-504

(a) On application to a court of competent jurisdiction by any judgment creditor of a member or of any assignee of a member, the court may charge the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-505

(a) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-506

Except as otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of competent jurisdiction ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-601

(a) This Code section is effective for limited liability companies formed prior to July 1, 1999. (b) A person ceases to be a member of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-601.1

(a) This Code section is effective for limited liability companies formed on or after July 1, 1999. (b) A person ceases to be a member ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-602

(a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-603

(a) On application by or for a member, the court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-604

(a) Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-605

(a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-606

Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-607

(a) A dissolved limited liability company that has filed a statement of commencement of winding up may dispose of the known claims against it by following the procedures ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-608

(a) A dissolved limited liability company that has filed a statement of commencement of winding up may publish, in the manner prescribed by Code Section 14-11-609, a request ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-609

A limited liability company seeking to publish a request for claims described in Code Section 14-11-608 shall mail or deliver to the publisher of a newspaper that is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-610

A dissolved limited liability company shall deliver to the Secretary of State for filing a certificate of termination when the statements required to be included therein can be ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-611

Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-701

(a) The laws of the jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-702

(a) A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-703

(a) Each foreign limited liability company that is required to procure a certificate of authority to transact business in this state shall continuously maintain in this state: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-704

(a) If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-705

(a) A foreign limited liability company may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-706

A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-707

(a) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-708

The Secretary of State may commence a proceeding under Code Section 14-11-709 to revoke the certificate of authority of a foreign limited liability company authorized to transact business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-709

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-11-708 for revocation of a certificate of authority, the Secretary of State ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-710

(a) A foreign limited liability company may appeal the Secretary of State´s revocation of its certificate of authority to the Superior Court of Fulton County within 30 days ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-711

(a) A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-712

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this chapter. ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-801

A member may commence a derivative action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-802

In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by the managers or the members ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-803

If the limited liability company commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative action for such period as ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-804

Except as otherwise provided by the articles of organization or written operating agreement, a derivative action may not be discontinued or settled without the court´s approval. If the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-805

(a) The court may dismiss a derivative proceeding if, on motion by the limited liability company, the court finds that one of the groups specified in subsection (b) ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-806

(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-807

In any derivative action in the right of a foreign limited liability company, the matters covered by this article shall be governed by the laws of the jurisdiction ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-901

(a) Pursuant to a written agreement, a limited liability company may merge with or into one or more business entities with such limited liability company or other business ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-902

(a) Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903. (b) The plan ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-903

(a) A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-904

After a plan of merger is approved as provided in Code Section 14-11-903, the surviving limited liability company or other business entity shall deliver to the Secretary of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-905

(a) If the surviving entity is a limited liability company, when a merger takes effect: (1) Every other constituent business entity party to the merger ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1001

As used in this article, the term: (1) 'Beneficial member' means the person who is a beneficial owner of the membership interest held in a ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1002

(a) Unless otherwise provided by the articles of organization or a written operating agreement, a record member of the limited liability company is entitled to dissent from, and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1003

(a) If proposed limited liability company action creating dissenters´ rights under Code Section 14-11-1002 is submitted to a vote at a members´ meeting, the meeting notice must state ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1004

(a) If proposed limited liability company action creating dissenters´ rights under Code Section 14-11-1002 is submitted to a vote at a members´ meeting, a record member who wishes ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1005

(a) If proposed limited liability company action creating dissenters´ rights under Code Section 14-11-1002 is authorized at a members´ meeting, the limited liability company shall deliver a written ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1006

(a) A record member sent a dissenters´ notice described in Code Section 14-11-1005 must demand payment and deposit his or her certificates for certificated membership interests in accordance ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1007

(a) The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1008

(a) Except as provided in Code Section 14-11-1010, within ten days of the later of the date the proposed limited liability company action is taken or receipt of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1009

(a) If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1010

(a) A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1011

(a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1012

(a) The court in an appraisal proceeding commenced under Code Section 14-11-1011 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1013

No action by any dissenter to enforce dissenters´ rights shall be brought more than three years after the limited liability company action was taken, regardless of whether notice ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1101

(a) The Secretary of State shall collect the following fees when the documents described below are delivered to the Secretary of State for filing pursuant to this chapter: ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1102

(a) If each person required by Code Section 14-11-205 to execute any document fails or refuses to do so, any other person who is adversely affected by the ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1103

(a) Each limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Secretary of State for filing an ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1104

Each limited liability company and foreign limited liability company shall be classified as a partnership for Georgia income tax purposes unless classified otherwise for federal income tax purposes, ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1105

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1106

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, as are incidental to and necessary for the implementation and ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1107

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) It ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1108

(a) A limited liability company´s registered agent is the limited liability company´s agent for service of process, notice, or demand required or permitted by law to be served ...

Georgia Code - Corporations and Partnerships - Title 14, Section 14-11-1109

This chapter shall become effective on March 1, 1994. The provisions of law that became effective on July 1, 1992, and that were codified at Code Sections 14-11-1 ...

Last modified: April 27, 2006