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O.C.G.A. § 14-2-1005 — Amendment before issuance of shares | Georgia Code
O.C.G.A. § 14-2-1005 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

14-2-1005. Amendment before issuance of shares.

  1. 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.
  2. If any amendment before shares are issued makes a material change in the articles of incorporation, nonassenting subscribers for shares shall be entitled to rescind their subscriptions.

(Code 1981, §14-2-1005, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, Section 10.05. This follows prior law, § 14-2-191. Subsection (b) was added to the Model Act provisions from former § 14-2-191(a).

Cross-References Articles of amendment, see § 14-2-1006. Effective date of amendment, see § 14-2-123. Incorporators, see § 14-2-201. Initial directors, see § 14-2-202. Organization of corporation, see § 14-2-205. Restated articles of incorporation, see § 14-2-1007.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 397 et seq.

C.J.S.

- 18 C.J.S., Corporations, §§ 82 et seq., 273.

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This Georgia Code resource is curated by the attorney maintaining this site, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.