O.C.G.A. § 14-2-125 (2019)
Filing duty of Secretary of State
(a) 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.
(b) 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.
(c) 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.
(d) 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.
History
(Code 1981, § 14-2-125, enacted by Ga. L. 1988, p. 1070, § 1.)
Annotations
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 section 14-2-125 the Secretary of State is required to file a document if it ‘‘satisfies the requirements of Code section 14-2-120.’’ 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.