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Call Now: 904-383-7448An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(Code 1981, §14-2-1009, enacted by Ga. L. 1988, p. 1070, § 1.)
- For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007).
Source: Model Act, Section 10.09. This replaces former § 14-2-195.
Under Section 14-2-1009, amendments to articles for incorporation do not interrupt the corporate existence and do not abate a proceeding by or against the corporation even though the amendment changes the name of the corporation.
Cross-References Amendment after issuance of shares, see § 14-2-1002 et seq. Amendment before issuance of shares, see § 14-2-1005. Delayed effective date, see § 14-2-123. Effective time and date of filing, see § 14-2-123. "Proceeding" defined, see § 14-2-140.
- In light of the similarity of the statutory provisions, a decision under former Code 1933, § 22-906 and former Code Section 14-2-195, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.
- Fact that under original articles of incorporation, members of board of directors of nonprofit corporation could be removed from office, with or without cause, only by two-thirds' vote of entire board, did not preclude majority of board from amending articles of incorporation so as to entirely restructure board of directors and eliminate lifetime directorships. Morales v. Sevananda, Inc., 162 Ga. App. 854, 293 S.E.2d 387 (1982) (decided under former Code 1933, § 22-906).
- Trial court properly entered judgment in favor of a bank on the guaranties because sufficient evidence established that the bank had undergone a name change prior to the assignment of the note and guaranties via certified copies of a state filing establishing the name change, the assignment, the renewal note, and the change in terms. Patel v. Ameris Bank, 324 Ga. App. 227, 749 S.E.2d 809 (2013).
- 18 C.J.S., Corporations, § 81.
- Changes in corporate organization as affecting status as trustee, executor, administrator, or guardian, 131 A.L.R. 753.
- 18A Am. Jur. 2d, Corporations, §§ 266 et seq.
- 18 C.J.S., Corporations, § 167 et seq.
No results found for Georgia Code 14-2-1009.