Law reviews.

- For article discussing 1976 constitutional amendment transferring authority to grant corporate powers and privileges from the court to the Secretary of State, and subsequent procedural changes, see 13 Ga. St. B. J. 91 (1976).

COMMENT

Source: Model Act, Section 10.07. This replaces former § 14-2-196.

Restated articles of incorporation serve the useful purpose of permitting articles of incorporation that have been amended from time to time to be consolidated into a single document. Such a restatement may also eliminate "historical" or obsolete provisions that have no present relevance.

Subsection (a) provides that a restatement of articles of incorporation that does not involve any substantive change in the articles (or that makes only amendments that may be made by the board of directors without shareholder approval) may be approved by the board of directors alone.

Subsection (b) authorizes the restated articles of incorporation to contain substantive amendments if they are submitted to the shareholders for approval in the same manner as amendments to the articles. If substantive amendments are proposed, the same procedure must be followed as for the adoption of amendments under Sections 14-2-1002, 14-2-1003, or 14-2-1005.

Subsection (c) provides that if restated articles are submitted to the shareholders, the notice of meeting should identify changes in the articles that may reasonably be viewed as more than mere changes of form. The phrase "whether or not entitled to vote" was replaced with "entitled to vote," to restore the approach of former Georgia law, §§ 14-2-191(b)(2) and14-2-196(c).

Subsection (e) makes it clear that the restated articles of incorporation supersede the original articles of incorporation and all amendments to them, and subsection (f) permits the Secretary of State to certify the restatement uncluttered by the information set forth in subsection (d).

The Code eliminates local filing and publication requirements, previously set out in § 14-2-196 (g) and (i)-(l).

Note to 1993 Amendment The 1993 amendment allows the filer a choice regarding the document in which the information required in (1) and (2) of subparagraph (d) appears. The statements may be in the text of the filed restated articles of incorporation or may be included in a separate certificate accompanying and filed with the restated articles of incorporation. The new language of subparagraph (f) retains the ability of the Secretary of State to certify the restated articles of incorporation without including the certificate filed pursuant to subparagraph (d).

Note to 2003 Amendment The amendment to Code Section 14-2-1007(c) conforms the language of subsection (c) of Code Section 14-2-1007, dealing with amendments to the articles of incorporation made in connection with a restatement, to that of subsection (d) of Code Section 14-2-1003, which addresses amendments to the articles that are not included in a restatement. Subsection (d) of Code Section 14-2-1003 requires the notice of meeting given to the shareholders to include the amendment or a summary of it. The language of subsection (d) of Code Section 14-2-1007 does not expressly state that the notice may contain a summary of the amendment or amendments to be considered. In practice a general summary of the material changes to be considered at a meeting, as contemplated by subsection (d) of Code Section 14-2-1003, should be sufficient for amendments reflected in composite amended and restated articles of incorporation.

Cross-References Amendment of articles of incorporation: before issuance of shares, see § 14-2-1005; by board of directors, see § 14-2-1002; by board of directors and by shareholders, see § 14-2-1003. "Deliver" includes mail, see § 14-2-140. Effective date of restatement, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. "Notice" defined, see § 14-2-141. Notice of shareholders' meeting, see § 14-2-705.

RESEARCH REFERENCES