Alexander M. Moye and Judy H. Moye - Page 17

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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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