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2018 Georgia Code 14-2-125 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-125 Case Law from Google Scholar Amendments to OCGA 14-2-125

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 1 GENERAL PROVISIONS

14-2-125. Filing duty of Secretary of State.

  1. If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120, the Secretary of State shall file it.
  2. The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-2-503 and 14-2-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative.
  3. If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
  4. The Secretary of State's duty to file documents under this Code section is ministerial. His filing or refusing to file a document does not:
    1. Affect the validity or invalidity of the document in whole or part;
    2. Relate to the correctness or incorrectness of information contained in the document; or
    3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(Code 1981, §14-2-125, enacted by Ga. L. 1988, p. 1070, § 1.)

Law reviews.

- For annual survey on business associations, see 68 Mercer L. Rev. 71 (2016).

COMMENT

Source: Model Act, § 1.25. Changes from former law, § 14-2-5 and § 14-2-393(a), are described below.

Under section14-2-125 the Secretary of State is required to file a document if it "satisfies the requirements of Code section14-2-120." There was no express standard in former Georgia law. Such a review was implicit in § 14-2-393(a), which provided that if the Secretary of State rejects a document for filing, he must provide notice of his reasons for such action.

Subsection (c) provides that if the Secretary of State does reject a document for filing he must return it to the corporation or its representative within ten days (rather than the five days provided in the Model Act) together with a brief written explanation of his reason for rejection. This rejection may be the basis of judicial review under section 14-2-126.

Provisions of former § 14-2-5(d) that required the Secretary of State to keep hard copies of charter documents for seven years, and annual reports for five years, before switching to microform, have been eliminated.

Cross-References Appeal from rejection of document, see § 14-2-126. "Deliver" includes mail, see § 14-2-140. Effective time and date of filing, see § 14-2-123. Filing requirements: fees, see § 14-2-122. Generally, see § 14-2-120. Resignation of registered agent, see §§ 14-2-503 & 1509. Service on foreign corporation, see § 14-2-1510. Powers of Secretary of State, see § 14-2-130.

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