O.C.G.A. § 14-2-1001 (2019)
Authority to amend
(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 or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
History
(Code 1981, § 14-2-1001, enacted by Ga. L. 1988, p. 1070, § 1.)
Annotations
Law reviews. - For article, ‘‘Going Private Through Stock Reclassification,’’ see 15 (No. 7) Ga. St. B. J. 14 (2010). COMMENT Source: Model Act, Section 10.01. This replaces former § 14-2-190. It confirms the power of all corporations governed by it to amend their articles in any manner permitted by this Code, regardless of restrictions in past laws. Subsection (b) restates explicitly the policy embodied in earlier versions of the Model Act and in former § 14-2-190, that a shareholder does not have a ‘‘vested property right’’ in any provision of the articles of incorporation. It does not contain
CORPORATIONS & PARTNERSHIPS
the long list of permitted amendments contained in prior law, which was intended to expressly validate amendments in all areas where vested rights claims might be made. Corporations and their shareholders are also subject to amendments of the governing statute by the state under Section 14-2-102, subject, of course, to the rights of shareholders in corporations created prior to 1863, when no power to amend was reserved by the state. See the Comment to Section 14-2-102. Cross-References Amendment: before issuance of shares, see § 14-2-1005; by directors, see § 14-2-1002; by directors and shareholders, see § 14-2-1003. Articles of incorporation, see § 14-2-202. Dissenters’ rights, see Article 13. Duration of corporate existence, see § 14-2-302. Effective date of amendment, see § 14-2-123. Powers of corporation, see § 14-2-302. Procedure for amendment, see § 14-2-1002 et seq. Purposes of corporation, see § 14-2-301. Restatement of articles, see § 14-2-1007. Share transfer restrictions, see § 14-2-627. Voting by voting groups, see §§ 14-2-725, 14-2-726, & 14-2-1004. ‘‘Voting group’’ defined, see § 14-2-140. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-190, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.
Cited in Goodwyne v. Moore, 170 Ga. App. 305, 316 S.E.2d 601 (1984); Jackson v. Southern Pan & Shoring Co., 258 Ga. 401, 369 S.E.2d 239 (1988).
RESEARCH REFERENCES Am. Jur. 2d. - 18 Am. Jur. 2d, Corporations, § 78 et seq., 90 et seq. C.J.S. - 18 C.J.S., Corporations, § 79 et seq. ALR. - Changes in corporate organization as affecting status as trustee, executor, administrator, or guardian, 61 ALR 994; 131 ALR 753. Power of corporation to amend its charter in respect of character or kind of business, 111 ALR 1525. Power of corporation to change obligations to stockholders, 117 ALR 1290.
Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 ALR 1374. Change in name, location, composition, or structure of obligor commercial enterprise subsequent to execution of guaranty or surety agreement as affecting liability of guarantor or surety to the obligee, 69 ALR3d 567.