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2018 Georgia Code 14-2-120 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-120 Case Law from Google Scholar Amendments to OCGA 14-2-120

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 1 GENERAL PROVISIONS

14-2-120. Filing requirements.

  1. A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State.
  2. This chapter must require or permit filing the document in the office of the Secretary of State.
  3. The document must contain the information required by this chapter. It may contain other information as well.
  4. The document must be typewritten or printed.
  5. The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
  6. The document must be executed:
    1. By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
    2. If directors have not been selected or the corporation has not been formed, by an incorporator; or
    3. If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary;

      provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.

  7. The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may but need not contain:
    1. The corporate seal;
    2. An attestation by the secretary or an assistant secretary; or
    3. An acknowledgment, verification, or proof.
  8. The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-2-503 and 14-2-1509), the correct filing fee, any certificate required by Code Section 14-2-201.1, 14-2-1006.1, 14-2-1105.1, or 14-2-1403.1, and any penalty required by this chapter or other law.
  9. Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.

(Code 1981, §14-2-120, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 2; Ga. L. 1999, p. 405, § 1; Ga. L. 2009, p. 698, § 2/HB 126.)

Cross references.

- Limits on General Assembly's powers as to corporations, Ga. Const. 1983, Art. III, Sec. VI, Para. V.

COMMENT

Source: Model Act, § 1.20. While the pattern of this section generally follows former law, §§ 14-2-4 and14-2-5, the application is more general.

Subsection (a) standardizes the filing requirements for all documents required or permitted by the Code to be filed with the Secretary of State. In a few instances, other sections of the Act impose additional requirements which must also be complied with if the document in question is to be filed. Publication of a notice must be evidenced in filings connected with articles of incorporation, name changes, mergers and dissolutions. See §§ 14-2-201.1,14-2-1006.1,14-2-1105.1, and14-2-1403.1.

Subsection (b) makes it clear that these filing requirements relate only to documents which the Code expressly requires or permits to be filed with the Secretary of State; it does not authorize or direct the Secretary of State to accept or reject for filing other documents relating to corporations and does not treat documents required or permitted to be filed under other statutes.

Under subsection (c), a document must be filed by the Secretary of State if it contains the information required by the Code. The document may contain additional information or statements and their presence is not ground for the Secretary of State to reject the document for filing. These documents must be accepted for filing even though the Secretary of State believes that the language is illegal or unenforceable.

Under subsections (d) and (e), to be eligible for filing, a document must be typed or printed and in the English language (except to the limited extent permitted by section 14-2-120(e)).

Under subsection (f), to be filed, a document must simply be executed by a corporate officer. No specific corporate officer is designated as the appropriate officer to sign though the signing officer must designate his office or the capacity in which he signs the document.

Subsection (g) is permissive with respect to use of the corporate seal, attestations and acknowledgements. Former § 14-2-4(c) required attestation of documents by the secretary or assistant secretary. These requirements serve little purpose in connection with documents filed under the Code. Corporate seals no longer have legal significance under the Code, although they may have significance in other contexts, such as statutes of limitations governing contracts under seal. See also § 14-5-7, concerning the evidentiary effect of corporate seals on documents affecting real property.

The Model Act provision permitting the Secretary of State to prescribe mandatory use of forms was omitted.

Cross-References Certificate of existence for foreign corporation, see § 14-2-1503. Corporate name, see article 4 and § 14-2-1506. Correcting filed document, see § 14-2-124. "Deliver" includes mail, see § 14-2-140. Effective time and date of filing, see § 14-2-123. Evidence of publication of notice, see §§ 14-2-201.1,14-2-1006.1,14-2-1105.1, and14-2-1403.1. Filing fees, see § 14-2-122. Forms, see § 14-2-121. Penalty for filing false document, see § 14-2-129. Secretary of corporation defined, see § 14-2-140. Secretary of state's filing duty, see § 14-2-125.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-4, 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 Milton v. Austin, 124 Ga. App. 657, 185 S.E.2d 551 (1971); Teri-Lu, Inc. v. Georgia R.R. Bank & Trust Co., 147 Ga. App. 860, 250 S.E.2d 548 (1978); Sachs v. Lee & Sandra Assocs., 153 Ga. App. 823, 266 S.E.2d 573 (1980); Computer Maintenance Corp. v. Tilley, 172 Ga. App. 220, 322 S.E.2d 533 (1984); Schroeder v. Hunter Douglas, Inc., 172 Ga. App. 897, 324 S.E.2d 746 (1984); Herrli Homes, Inc. v. Roon, 175 Ga. App. 85, 332 S.E.2d 379 (1985).

OPINIONS OF THE ATTORNEY GENERAL

Editor's notes.

- In light of the similarity of the statutory provisions, opinions under former Code 1933, §§ 22-104 and 22-105, and former Code Sections 14-2-4 and 14-2-5, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Corporation cannot escape liability by pleading failure to comply.

- A corporation which did not file certified copies of the application for revivor with the Secretary of State as formerly required or pay the fees required by law when reviving its charter, was not thereafter licensed to transact any business in Georgia, and could not escape liability for the fees in question by pleading its own failure to comply with the clear and unambiguous terms and conditions of the law or the subsequent lapse of time. 1957 Op. Att'y Gen. p. 23 (decided under former Code 1933, § 22-105).

Cancellation of security deeds and writs of execution from record. 1972 Op. Att'y Gen. No. U72-79 (decided under former Code 1933, § 22-104).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 171 et seq.

C.J.S.

- 19 C.J.S., Corporations, §§ 654, 750.

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