O.C.G.A.
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.
(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-2-124, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State’s date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed. (c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-2-125 and, if the applicant returns the document with corrections in accordance with the
rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient.
History
(Code 1981, § 14-2-123, enacted by Ga. L. 1988, p. 1070, § 1.)
Annotations
COMMENT Source: Model Act, § 1.23. With minor exceptions described below, this follows the pattern of former law, § 14-2-5. Subsection (a) provides that documents accepted for filing become effective at the time and date of filing, or at another specified time on that date, unless a delayed effective date is selected under section 14-2-123(b). This section gives express statutory authority to the practice of the Secretary of State of ignoring processing time and treating a document as effective as of the date it is submitted for filing even though it may not be reviewed and accepted for filing until several days later. Former § 14-2-5(a)(3) sanctioned this practice by providing that the date when the document was received and stamped ‘‘filed’’ by the Secretary of State was the filing date. Subsection (c) has no counterpart in either the Model Act or former law. It was added to reflect and authorize the previous practice of the Secretary of State, which permitted the existing filing date to be used even if the filed document is deficient, if, after receipt of notice of the deficiency, the document is corrected and returned to the Secretary of State in timely fashion. Cross-References Effective date: amendment or restatement of articles of incorporation, see § 14-2-1009. Merger or share exchange, see § 14-2-1105. Voluntary dissolution, see § 14-2-1403. Filing duty of Secretary of State, see § 14-2-125. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Reliance of third persons on uncorrected documents, see § 14-2-124.
Notes of Decisions
Cited in
9
cases, 1984–2019 · leading case:
West v. West, 825 F. Supp. 1033 (N.D. Ga. 1992).
West v. West, 825 F. Supp. 1033 (N.D. Ga. 1992).
· cites it 22× “Double Derivative Action Defendants argue that plaintiff does not have standing to bring derivative actions on behalf of West Corporation and First Republic Corporation in counts three and four of plaintiffs amended complaint because plaintiff fails to satisfy the dual…”
Comput. Maint. Corp. v. Tilley, 322 S.E.2d 533 (Ga. Ct. App. 1984).
· cites it 6× “The trial court ruled that Horton’s refusal to sell his stock back to the corporation was wrongful, and that Horton’s status as a CMC shareholder ended on the date upon which appellees tendered the price of the stock to Horton in accordance with the July agreement.”
Caswell v. Jordan, 362 S.E.2d 769 (Ga. Ct. App. 1987).
· cites it 4× “Jordan’s complaint as amended was in compliance with OCGA § 14-2-123 (c) in alleging with particularity his efforts to secure the initiation of a derivative action on behalf of the corporation and his reasons for deciding not to do so.”
Kenney v. Don-Ra, Inc., 343 S.E.2d 779 (Ga. Ct. App. 1986).
· cites it 7× “O.C.G.A. § 14-2-123 (b).” 1. Count 1 of the complaint focused on Donald Kenney and seeks relief only against him and not against the corporation.”
Jack Rothenberg & Shirley Rothenberg v. Sec. Mgmt. Co., Inc., 736 F.2d 1470 (11th Cir. 1984).
· cites it 2× “§ 14-2-123(f), which provides that “upon final judgment and a finding that the [derivative] action was brought [by the plaintiff] without reasonable cause, [the court] may require the plaintiff or plaintiffs to pay to *1472 the parties named as defendant the reasonable expenses,…”
Nicholson v. Harris, 345 S.E.2d 63 (Ga. Ct. App. 1986).
· cites it 2× “However, even assuming Nicholson, who herself was a director, could make such a claim against Harris as a derivative action, OCGA § 14-2-123 (c) required her to allege in her complaint with particularity her efforts to secure the initiation of such action by the board of…”
Grizzard v. Petkas, 327 S.E.2d 514 (Ga. Ct. App. 1985).
· cites it 6× “Rather appellant contends error in appellee’s direct recovery of costs and attorney fees against appellant and argues that under OCGA § 14-2-123 (e) costs and attorney fees cannot be assessed directly against the corporate officers responsible for the very misconduct which gave…”
Hacienda Corp. v. White, 400 S.E.2d 323 (Ga. 1991).
· cites it 2× “OCGA § 14-2-123. As a shareholder, Charles White would be entitled to bring a derivative action for alleged harm to the corporation.”
— 14-2-123(a) — 1 case
West v. West, 825 F. Supp. 1033 (N.D. Ga. 1992).
“Double Derivative Action Defendants argue that plaintiff does not have standing to bring derivative actions on behalf of West Corporation and First Republic Corporation in counts three and four of plaintiffs amended complaint because plaintiff fails to satisfy the dual…”
— 14-2-123(f) — 1 case
Jack Rothenberg & Shirley Rothenberg v. Sec. Mgmt. Co., Inc., 736 F.2d 1470 (11th Cir. 1984).
“§ 14-2-123(f), which provides that “upon final judgment and a finding that the [derivative] action was brought [by the plaintiff] without reasonable cause, [the court] may require the plaintiff or plaintiffs to pay to *1472 the parties named as defendant the reasonable expenses,…”
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treatment. Dots show Syfertize treatment of the citing case itself.