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

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 ...

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

(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 ...

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

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: ...

(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) ...

(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 ...

(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 ...

(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 ...

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, ...

(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 ...

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 ...

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

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

(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 ...

(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 ...

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 ...

(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 ...

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. ...

(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 ...

(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; ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

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. ...

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 ...

(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) ...

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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. ...

(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, ...

(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 ...

(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 ...

(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 ...

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

(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 ...

(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) ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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. ...

(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 ...

(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 ...

(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 ...

(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 ...

(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´ ...

(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 ...

(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 ...

(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 ...

(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 ...

(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. ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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. ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

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 ...

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

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 ...

(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 ...

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 ...

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 ...

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 ...

(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 ...

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 ...

(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. ...

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 ...

(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 ...

(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 ...

(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. ...

(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 ...

Reserved. ...

(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 ...

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

(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 ...

(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 ...

(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 ...

(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. ...

(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 ...

(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 ...

(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 ...

(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, ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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, ...

(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 ...

As used in this part, the term: (1) 'Conflicting interest' with respect to a corporation means the interest a director of the corporation has respecting ...

(a) 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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

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 ...

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 ...

(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 ...

(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 ...

(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 ...

(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, ...

(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 ...

(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 ...

(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 ...

(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; ...

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

(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 ...

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: ...

(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 ...

(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 ...

(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. ...

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 ...

(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 ...

(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 ...

(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 ...

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

(a) 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 ...

(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. ...

(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: ...

(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) ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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, ...

(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 ...

(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 ...

(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) ...

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 ...

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 ...

(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, ...

(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 ...

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, ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

(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, ...

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 ...

(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 ...

(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 ...

(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 ...

(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. ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

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 ...

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

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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

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 ...

(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 ...

(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 ...

(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 ...

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

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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. ...

(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: ...

(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 ...

(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 ...

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 ...

(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 ...

(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. ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

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 ...

(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) ...

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

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 ...

(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 ...

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

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

(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 ...

(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 ...

(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 ...

(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 ...

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, ...

(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 ...

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 ...

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

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

(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 ...

(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 ...

(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 ...

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 ...

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. ...

(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; ...

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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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) ...

(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 ...

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 ...

(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) ...

(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 ...

(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. ...

(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 ...

(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 ...

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

(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 ...

(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 ...

(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. ...

(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, ...

(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 ...

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. ...

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

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 ...

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

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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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) ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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 ...

(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 ...

(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 ...

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 ...

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 ...

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

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 ...

(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 ...

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 ...

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 ...

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 ...

(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 ...

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 ...

(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. ...

(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 ...

(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 ...

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 ...

(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 ...

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; ...

(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 ...

(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 ...

(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 ...

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

(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 ...

(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, ...

(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 ...

(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. ...

(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. ...

(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 ...

(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 ...

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 ...

(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 ...

(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. ...

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 ...

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

(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 ...

(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 ...

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 ...

(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 ...

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 ...

(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 ...

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 ...

(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 ...

(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 ...

(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 ...

(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 ...

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, ...

(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 ...

As used in this part, the term: (1) 'Conflicting interest' with respect to a corporation means the interest a director of the corporation has respecting ...

(a) 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 ...

(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 ...

(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 ...

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 ...

(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 ...

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 ...

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 ...

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 ...

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 ...

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; ...

(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 ...

(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. ...

(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 ...

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 ...

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 ...

(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 ...

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 ...

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 ...

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. ...

(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: ...

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 ...

(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 ...

(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) ...

(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 ...

(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 ...

(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 ...

(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 ...

(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) ...

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 ...

(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 ...

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 ...

(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 ...

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

(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 ...

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 ...

(a) A corporatiońs board of directors may propose dissolution for submission to the members, if there are members entitled to v