Syfert Injury Law Firm
Your Trusted Partner in Personal Injury & Workers' Compensation
Call Now: 904-383-7448Your Trusted Partner in Personal Injury & Workers' Compensation
Call Now: 904-383-7448This chapter shall be known and may be cited as the "Georgia Business Corporation Code."
(Code 1981, §14-2-101, enacted by Ga. L. 1988, p. 1070, § 1.)
- 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).
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.
- In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-1, which was repealed by Ga.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).
Total Results: 11
Court: Ga. Ct. App. | Date Filed: 2017-08-16T00:00:00-07:00
Citation: 805 S.E.2d 450
Snippet: intended by the legislature to refer to Georgia corporations formed under Title 14 of the Georgia Code. Chapters 2 and 3 of Title 14 of the Georgia Code govern the incorporation of profit and non-profit corporations under Georgia law. See OCGA §§ 14-2-101 et. seq. (Georgia Business Corporation Code); 14-3-101 et seq. (Georgia Nonprofit Corporation Code). Incorporation under these chapters refers to the delivery of articles of incorporation to the Secretary of State of Georgia, who then files the articles
Court: Ga. | Date Filed: 2016-10-03T00:00:00-07:00
Citation: 299 Ga. 723, 791 S.E.2d 786, 2016 Ga. LEXIS 610
Snippet: county; if that place is not in Georgia, the right to remove is not applicable. 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 designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located.” OCGA § 14-2-140 (22)
Court: Ga. Ct. App. | Date Filed: 2011-03-23T00:00:00-07:00
Citation: 708 S.E.2d 611, 308 Ga. App. 691, 2011 Fulton County D. Rep. 954
Snippet: "In construing a statute, the cardinal rule is to glean the intent of the legislature." Alford v. Public Svc. Comm., 262 Ga. 386, 387(1)(a), 418 S.E.2d 13 (1992). In 1988, the General Assembly enacted the "Georgia Business Corporation Code." OCGA § 14-2-101 et seq. The relevant subsection, OCGA § 14-2-1602(e), "originated in a House committee amendment to the original bill." K. Barfield, "Revised Georgia Business Corporation Code," Selected 1988 Georgia Legislation, 5 Ga. St. U.L.Rev. 285, 297 (1988)
Court: Ga. Ct. App. | Date Filed: 2008-03-19T00:00:00-07:00
Citation: 660 S.E.2d 770, 290 Ga. App. 755, 2008 Fulton County D. Rep. 1003
Snippet: reaching the merits of the settlement agreement, as both parties apparently wish us to do, we must first determine whether the trial court erred when it denied Stephens's motion to intervene.[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 context.[5] Modeled on Federal Rule of
Court: Ga. Ct. App. | Date Filed: 2008-02-14T00:00:00-08:00
Citation: 658 S.E.2d 185, 289 Ga. App. 619
Snippet: heard oral argument, read the parties' written submissions, and considered the evidentiary material in the record. The methods of service set out in the Civil Practice Act, OCGA § 9-11-1 et seq., and the Georgia Business Corporation Code, OCGA § 14-2-[101] et seq., are discrete methods of service upon corporations, and . . . a plaintiff may serve a defendant corporation by following the directions of the Civil Practice Act or by following the directions of the Georgia Business Corporation Code. (Citation
Court: Ga. | Date Filed: 2005-05-23T00:00:00-07:00
Citation: 614 S.E.2d 37, 279 Ga. 466, 2005 Fulton County D. Rep. 2099
Snippet: for-profit counterpart in OCGA § 14-2-1405. Indeed, the wording of the two statutes is essentially identical, and the Comment 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. Schrenko v. DeKalb County School Dist., 276 Ga. 786, 790 (1) (582 SE2d 109) (2003); Ga. Forestry *470Comm
Court: Ga. Ct. App. | Date Filed: 2000-10-23T00:00:00-07:00
Citation: 540 S.E.2d 667, 246 Ga. App. 453, 2000 Fulton County D. Rep. 4274
Snippet: 33(a). [13] Ga.L.1988, p. 1070; OCGA § 14-2-101 Comment. [14] OCGA § 14-2-1302(a). [15] OCGA § 14-2-1301(5). [16] See Lawson Mardon Wheaton, supra. See also Hansen v. 75 Ranch Co., 288 Mont. 310, 957 P.2d 32, 37 (1998); Security State Bank v. Ziegeldorf, 554 N.W.2d 884, 888-889 (Iowa 1996). [17] Lawson Mardon Wheaton, supra at 401-402, 734 A.2d 738. [18] 54 Bus. Law. 251; 55 Bus. Law. 405. [19] 54 Bus. Law. 256-257. [20] Comment to OCGA § 14-2-101. [21] Because Atlantic States Constr. v
Court: Ga. Ct. App. | Date Filed: 1994-03-08T00:00:00-08:00
Citation: 441 S.E.2d 881, 212 Ga. App. 314, 94 Fulton County D. Rep. 1065
Snippet: file a response" not later than 30 days after service of the motion. However, this issue is not presented for review. [2] The source of OCGA § 14-2-1422 is § 14.22 of the 1984 Revised Model Business Corporation Act (3d ed.). See comments to OCGA §§ 14-2-101 and 14-2-1422. [3] The Comment to OCGA § 14-2-1405 contrasts (voluntary) "dissolution proceedings," as that term is used in OCGA §§ 14-2-1404-14-2-1406, and common law dissolution. We find the same contrast between "administrative dissolution" and
Court: Ga. | Date Filed: 1993-09-13T00:00:00-07:00
Citation: 434 S.E.2d 455, 263 Ga. 412, 93 Fulton County D. Rep. 3300
Snippet: advancements to the directors of litigation expenses. SCI appeals from the trial court's ruling denying its motion on the basis that the directors had met the requirements of OCGA § 14-2-853 (a) of the Georgia Business Corporation Code (the "GBCC"). OCGA § 14-2-101 et seq. 1. Appellees move to dismiss SCI's appeal as moot. Although appellees claim that the affidavit of director Jack Allen establishes that all the expenses SCI seeks to enjoin are being paid by Patterson's directors-and-officers liability insurance
Court: Ga. Ct. App. | Date Filed: 1993-03-12T00:00:00-08:00
Citation: 430 S.E.2d 385, 208 Ga. App. 230, 93 Fulton County D. Rep. 1281
Snippet: both before and after the adoption of the new Business Corporation Code effective July 1, 1989, special litigation committees are authorized.” The present complaint was filed on December 1, 1988. The new Georgia Business Corporation Code, OCGA § 14-2-101 et seq., became effective on July 1, 1989. (Ga. L. 1988, p. 1070, § 1.) OCGA § 14-2-744 (a) of the new Code specifically vests the trial court with discretion to dismiss a derivative proceeding if a committee of independent directors (see OCGA §
Court: N.D. Ga. | Date Filed: 1992-09-30T00:00:00-07:00
Citation: 825 F. Supp. 1033, 1992 WL 503247
Snippet: West family corporations where he is a direct or derivative shareholder of record. A. Summary of Contentions Plaintiff Arthur Davidson West brings a shareholder derivative suit pursuant to the 1982 Georgia Business Corporation Code, O.C.G.A. ง 14-2-101, et seq.[4], seeking both direct and derivative monetary relief along with equitable relief for alleged breach of fiduciary duties on the part of three corporations in which the plaintiff owns stockโWest Lumber Company, West Enterprises, Inc.,