O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-101 (2019)

Short title

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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This chapter shall be known and may be cited as the ‘‘Georgia Business Corporation Code.’’

History

(Code 1981, § 14-2-101, enacted by Ga. L. 1988, p. 1070, § 1.)

Annotations

Law reviews. - For article, ‘‘Georgia Condominium Law: Beyond the Condominium Act,’’ see 13 Ga. St. B. J. 24 (2007). For article, ‘‘The Georgia LLC Act Comes

of Age,’’ see 16 (No. 1) Ga. St. B. J. 20 (2010). For article, ‘‘Researching Georgia Law,’’ see 34 Ga. St. U. L. Rev. 741 (2015).

COMMENT Source: 1984 Revised Model Business Corporation Act (3d ed.) (‘‘Model Act’’) § 1.01. It follows the nomenclature of the former law, § 14-2-1. Citations to ‘‘former law’’ are to the Official Code of Georgia Annotated, including the 1987 Cumulative Supplement. This Code was drawn primarily from the Model Act, which was prepared by the Committee on Corporate Laws of the Section of Corporation, Banking and Business Law of the American Bar Association.

To the extent this statute follows the Model Act, the Official Comments to the Model Act should be regarded as providing guidance to the interpretation of this Code. Some of the comments to this Code were drawn from the Model Act, with permission of the publisher, Law & Business Inc. Harcourt Brace Jovanovich. Comments to Part 6 of Article 8 were drawn from Changes in the Model Business Corporation Act - Amendments Pertaining to Directors’ Conflicting Interest Transactions, 43 Bus. Law. 691 (1988), with permission of the American Bar Association, and its Section of Corporation, Business and Banking Law. As the title indicates, this Chapter deals only with business corporations, that is, corporations organized and operated for profit. The subject of nonprofit corporations is dealt with in Chapter 3 of Title 14, the ‘‘Georgia Nonprofit Corporation Code.’’ Cross-References Application of Act to existing domestic corporation, see § 14-2-1701. Application of Act to qualified existing foreign corporation, see § 14-2-1702. Close corporations, see Article 9. Effective date of Act, see § 14-2-1706. Professional corporations, see Georgia Professional Corporation Act, Title 14, Chapter 7. Saving provisions, see § 14-2-1703. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-1, 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 Broome v. Ginsberg, 159 Ga.

App. 202, 283 S.E.2d 1 (1980); Miller & Meier & Assocs. v. Diedrich, 174 Ga. App. 249, 329 S.E.2d 918 (1985); Stephens v. McGarrity, 290 Ga. App. 755, 660 S.E.2d 770 (2008); Pandora Franchising, LLC v. Kingdom Retail Group, LLLP, 299 Ga. 723, 791 S.E.2d 786 (2016).

Notes of Decisions
Cited in 12 cases, 1992–2018 · leading case: Pandora Franchising, LLC v. Kingdom Retail Grp., LLLP, 791 S.E.2d 786 (Ga. 2016).
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Pandora Franchising, LLC v. Kingdom Retail Grp., LLLP, 791 S.E.2d 786 (Ga. 2016). · cites it 2× “The term “principal place of business” is not, and was not at the time subsection (b) (4) was enacted in 2000, 5 defined in the Georgia Business Corporation Code, OCGA § 14-2-101 et seq. The term “principal office” is, however, defined as “the office in or out of this state so…”
Shorter Coll. v. Baptist Convention of Georgia, 614 S.E.2d 37 (Ga. 2005). · cites it 4× “…to OCGA § 14-3-1406 specifies that it "is based on section 14-2-1405 of the [Georgia] Business [Corporation] Code[, OCGA §§ 14-2-101 et seq.]" As statutes which are in pari materia, OCGA §§ 14-2-1405 and 14-3-1406 must be construed together and harmonized wherever possible.…”
Stephens v. McGarrity, 660 S.E.2d 770 (Ga. Ct. App. 2008). · cites it 4× “4 Because the Georgia Business Corporation Code, OCGA § 14-2-101 et seq., does not provide any specific mechanism concerning the intervention of parties in derivative actions, we have applied our general intervention statute, OCGA § 9-11-24, to motions to intervene in that…”
Lathan v. Hosp. Auth. of Charlton Cnty.., 805 S.E.2d 450 (Ga. Ct. App. 2017). · cites it 2× “See OCGA §§ 14-2-101 et. seq. (Georgia Business Corporation Code); 14-3-101 et seq.”
Millsap v. Am. Fam. Corp., 430 S.E.2d 385 (Ga. Ct. App. 1993). · cites it 4× “The new Georgia Business Corporation Code, OCGA § 14-2-101 et seq., became effective on July 1, 1989.”
Blitch v. Peoples Bank, 540 S.E.2d 667 (Ga. Ct. App. 2000). · cites it 4× “1070; OCGA § 14-2-101 Comment. 14 OCGA § 14-2-1302 (a).”
Mannato v. SunTrust Banks, Inc., 708 S.E.2d 611 (Ga. Ct. App. 2011). · cites it 2× “Barfield, “Revised Georgia Business Corporation Code,” Selected 1988 Georgia Legislation, 5 Ga. St. U. L. Rev. 285 , 297 (1988).”
In Re WT Mayfield Sons Trucking Co., Inc., 225 B.R. 818 (Bankr. N.D. Ga. 1998). · cites it 2× “Under the Georgia Business Corporation Code, O.C.G.A. § 14-2-101 et seq., a distribution is defined as follows: (6) “Distribution” means a direct or indirect transfer of money or other property (except its own shares or rights to acquire its own shares) or incurrence of…”
West v. West, 825 F. Supp. 1033 (N.D. Ga. 1992). · cites it 4× “Summary of Contentions Plaintiff Arthur Davidson West brings a shareholder derivative suit pursuant to the 1982 Georgia Business Corporation Code, O.C.G.A. § 14-2-101, et seq. 4 , seeking both direct and derivative monetary relief along with equitable relief for alleged breach…”
Serv. Corp. Int'l v. H. M. Patterson & Son, Inc., 434 S.E.2d 455 (Ga. 1993). · cites it 2× “OCGA § 14-2-101 et seq. 1. Appellees move to dismiss SCI’s appeal as moot.”
In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 2× “Applicable Time Period to Request Reinstatement of a Dissolved Corporation Business corporations organized under the laws of Georgia are governed by the Georgia Business Corporation Code, O.C.G.A. §§ 14-2-101, et seq. Under this statute, a corporation is required to pay a $50…”
Faleshia Lathan as Surviving Spouse of Robert Lathan, Sr. v. Hosp. Auth. of Charlton Cnty. D/B/A Charlton Mem'l Hosp. (Ga. Ct. App. 2017). · cites it 2× “See OCGA §§ 14-2-101 et. seq. (Georgia Business Corporation Code); 14-3-101 et seq.”
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