O.C.G.A.

O.C.G.A. § 14-2-128 (2019)

Certificate of existence

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

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.

Find cases: SyfertCases citing this section GA-LEGlegis.ga.gov (official) JustiaJustia CornellLII Search CasesGoogle Scholar

(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

(b) A certificate of existence or authorization sets forth:

(1) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state;

(2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;

(3) That its most recent annual registration required by Code Section 14-2-1622 has been delivered to the Secretary of State; and

(4) That articles of dissolution have not been filed.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

History

(Code 1981, § 14-2-128, enacted by Ga. L. 1988, p. 1070, § 1.)

Annotations

COMMENT Source: Model Act, § 1.28. This is substantially the same as former law, § 14-2-6. Section 14-2-128 establishes a procedure by which anyone may obtain a certificate from the Secretary of State that a particular domestic or foreign corporation is in existence or is authorized to transact business in the state. Where the Model Act provides that the certificate is conclusive evidence, Georgia provides only for a prima facie effect, to allow for the possibility of fraud or collusion between an employee of the Secretary of State and an applicant. The certificate will be a standardized form. To accommodate the standardization of the process, Georgia eliminated the Model Act provision allowing the applicant to request certification of other facts of record in the office of the Secretary of State. Requests for copies of documents on file containing facts other than those provided in the standardized form may be obtained under the procedures set out in Chapter 5 of this title. Cross-References Certificate of existence for nonqualified foreign corporation, see § 14-2-1503. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Forms, see § 14-2-121. ‘‘Principal office’’: defined, see § 14-2-140; designated in annual registration, see § 14-2-1622. Registered office: designated in annual registration, see § 14-2-1622; requirement, see §§ 14-2-202, 14-2-501 & 14-2-1507.

Notes of Decisions

Cited in 2 cases, 1992–1995 · leading case: S. Med. Corp. v. Liberty Mut. Ins., 454 S.E.2d 180 (Ga. Ct. App. 1995).

Sort: Relevance Newest Treatment

S. Med. Corp. v. Liberty Mut. Ins., 454 S.E.2d 180 (Ga. Ct. App. 1995). · cites it 2× “Under OCGA § 14-2-128 (c) the matters stated in the certificate were conclusive unless rebutted.”

West v. West, 825 F. Supp. 1033 (N.D. Ga. 1992). · cites it 2× “(hereinafter “BPI”), arguing that plaintiff fails as a matter of law to satisfy the stock ownership requirements of former O.C.G.A. § 14-2-128 with respect to those corporations and, therefore, lacks standing to bring a derivative action on behalf of those corporate entities.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.