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2018 Georgia Code 14-2-1322 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1322 Case Law from Google Scholar Amendments to OCGA 14-2-1322

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 13 DISSENTERS' RIGHTS

14-2-1322. Dissenters' notice.

  1. If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Code Section 14-2-1321.
  2. The dissenters' notice must be sent no later than ten days after the corporate action was taken and must:
    1. State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
    2. Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
    3. Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and
    4. Be accompanied by a copy of this article.

(Code 1981, §14-2-1322, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 13.22. This replaces former § 14-2-251(b) & (c).

The basic purpose of Section14-2-1322 is to require the corporation to tell all actual or potential dissenters what they must do in order to take advantage of their right of dissent. The requirements of what this notice (called a "dissenters' notice") must contain are spelled out in detail to ensure that this notice serves this basic purpose. Section14-2-1322(a) is substantially similar to former § 14-2-251(b).

In the case of an action that is submitted to the vote of shareholders, the dissenters' notice must be sent only to those persons who gave notice of their intention to dissent under Section 14-2-1321 and who refrained from voting in favor of the proposed actions. In the case of a transaction not involving a vote by shareholders, the dissenters' notice must be sent to all persons who are eligible to dissent and demand payment. In either case the dissenters' notice must be sent within 10 days after the corporate action is taken and must be accompanied by a copy of this article.

The notice must contain or be accompanied by a form which a person asserting dissenters' right may use to complete the demand for payment under Section 14-2-1323. The notice must also specify the date by which the payment demand must be received by the corporation, which date must be at least 30 days and not more than 60 days after the effective date of the notice of how to demand payment.

The dissenters' notice must also specify where and when share certificates must be deposited, or, in the case of uncertificated shares, when restrictions on transfer will become effective under Section 14-2-1324. The date for deposit of share certificates may not be set at a date earlier than the date for receiving the demand for payment.

The demand period set in subsection (b)(4), not less than 30 days, is longer than the 20 days previously provided by § 14-2-251(c).

Cross-References Action without meeting, see § 14-2-704. Certificateless shares, see § 14-2-626. "Deliver" includes mail, see § 14-2-140. Effective date of notice, see § 14-2-141. "Notice" defined, see § 14-2-141. Share transfer restrictions, see §§ 14-2-627 &14-2-1324.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 833.

ALR.

- Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.

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