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December 1989. Petitioners asked him to incorporate their police
dog training business. Petitioners took no action to disavow or
void the filing after April 1990, when they paid the bill for the
incorporation, or even after October 1990, when they contend they
first learned about it.
Petitioners contend that they did not know Bischoff had
billed them for incorporating their business and that their
employees must have paid the bill. We disagree. Petitioners
used their personal checking account for Rosewood Kennels. We
believe it is unlikely that petitioners let employees use their
personal checking account. The check used to pay the bill is not
in evidence. However, the three checks on that account that are
in evidence as examples of expenses paid for petitioners' police
dog training business were signed by Mr. Moye.
Section 14-2-205 of the Official Code of Georgia Annotated
(Supp. 1988) provides that an entity must complete its
organization before it may engage in business. Petitioners
contend that, because of that section, Rosewood Kennels, Inc.,
must complete its organization before it is formed or recognized
for tax purposes. Petitioners also cite Saxton v. Luke, 296
S.E.2d 751 (Ga. Ct. App. 1982), for the proposition that a
corporation may not begin to operate in Georgia until stock is
issued and organizational minutes are filed. We disagree. The
fact that petitioners did business through the corporation in
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