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O.C.G.A. § 14-2-1324 — Share restrictions | Georgia Code
O.C.G.A. § 14-2-1324 (2018) Copy Cite Official Site Syfertize CourtListener Scholar Amendments

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 13 DISSENTERS' RIGHTS

14-2-1324. Share restrictions.

  1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326.
  2. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

(Code 1981, §14-2-1324, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 13.24. There were no comparable provisions in former Georgia law, since certificateless shares were not provided for.

Section 14-2-1324 deals with uncertificated shares in the dissent process. Section 14-2-1323(a) requires certificated shares to be deposited as directed by the corporation in its dissenters' notice; the restrictions on transfer of uncertificated shares provided by this section impose an analogous restriction on uncertificated shares for the same reasons. See the Comment to Section 14-2-1323.

Section 14-2-1324(b) makes express that the restriction on transfer of shares provided by this section does not affect any other rights of the shareholder until these rights are modified by the corporate action.

Cross-References Certificateless shares, see § 14-2-626. Information statement for certificateless shares, see § 14-2-626. Payment demand, see § 14-2-1323. Share transfer restrictions generally, see § 14-2-627.

JUDICIAL DECISIONS

Tender of stock certificates.

- When actions of the corporation deprived a dissenter of physical possession of the stock certificate, the dissenter was in compliance with the requirements establishing dissenters' rights, even though the certificate was not tendered within the dissenters' rights time period. VSI Enters., Inc. v. Edwards, 238 Ga. App. 369, 518 S.E.2d 765 (1999).

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This Georgia Code resource is curated by a Florida and Georgia attorney, a personal injury and workers' compensation attorney admitted in Georgia (State Bar of Georgia No. 881027, since 2006) and Florida. For legal consultation, call 904-383-7448.