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2018 Georgia Code 14-2-1006 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1006 Case Law from Google Scholar Amendments to OCGA 14-2-1006

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

14-2-1006. Articles of amendment.

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:

  1. The name of the corporation;
  2. The text of each amendment adopted;
  3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
  4. The date of each amendment's adoption;
  5. If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
  6. If approval of the shareholders was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of Code Section 14-2-1003.

(Code 1981, §14-2-1006, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, Section 10.06. This replaces former §§ 14-2-193 & 194.

The articles of amendment must set forth both the amendment itself and the manner in which it was adopted.

Subsection (3) requires the articles of amendment to contain a statement of the manner in which an exchange, reclassification, or cancellation of issued shares is to be put into effect if not set forth in the amendment itself. This requirement avoids any possible confusion that may arise as to how the amendment is to be put into effect and also permits the amendment itself to be limited to provisions of permanent applicability, with transitional provisions having no long-range effect appearing only in the articles of amendment.

The Code simplified the Model Act's required disclosures about the details of shareholder approval of the amendment. This follows the approach of Delaware. Del. Code Ann., tit. 8, § 242. The filing of more detailed information is inconsistent with the ministerial function of the Secretary of State under this Code.

Several provisions of prior law have been eliminated in the Code. Where Section14-2-1006 requires filing only with the Secretary of State, in a manner similar to § 14-2-194(a) and (b), there are no Code provisions comparable to § 14-2-194(c), (e)(3)-(4), (g) and (h), covering payments to the clerk of the superior court for filing. Limited publication requirements have been preserved in § 14-2-1006.1. Further, former § 14-2-193(a)(6) covered changes in stated capital, which have been eliminated from the Code.

Cross-References Amendment by: board of directors, see § 14-2-1002; incorporators or initial directors, see § 14-2-1005; shareholders, see §§ 14-2-1003 &14-2-1004. "Deliver" includes mail, see § 14-2-140. Effective date of amendment, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Merger, see Articles 11 & 11A. Publication of notice of name change, see § 14-2-1006.1. Share exchange, see Article 11. "Voting group" defined, see § 14-2-140.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, a decision under former Code Section 14-2-194, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.

Cited in Goodwyne v. Moore, 170 Ga. App. 305, 316 S.E.2d 601 (1984).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, § 90 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 80.

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