2010 Georgia Code 14-2-202 Case Law

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O.C.G.A. § 14-2-201 <-- --> O.C.G.A. §14-2-203

2010 Georgia Code


§ 14-2-202 - Articles of incorporation

O.C.G.A. 14-2-202 (2010)
14-2-202. 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;

(2) The number of shares the corporation is authorized to issue;

(3) The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office;

(4) The name and address of each incorporator; and

(5) The mailing address of the initial principal office of the corporation, if different from the initial registered office.

(b) The articles of incorporation may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions not inconsistent with law regarding:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) A par value for authorized shares or classes of shares; and

(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;

(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability:

(A) For any appropriation, in violation of his or her duties, of any business opportunity of the corporation;

(B) For acts or omissions which involve intentional misconduct or a knowing violation of law;

(C) For the types of liability set forth in Code Section 14-2-832; or

(D) For any transaction from which the director received an improper personal benefit,

provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective; and

(5) A provision that, in discharging the duties of their respective positions and in determining what is believed to be in the best interests of the corporation, the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on the corporation or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of the corporation and its subsidiaries, the communities in which offices or other establishments of the corporation and its subsidiaries are located, and all other factors such directors consider pertinent; provided, however, that any such provision shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

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Graham W. Syfert, Esq., P.A.
Phone: 904-383-7448
Fax: 904-638-4726