O.C.G.A.

O.C.G.A. § 14-2-1324 (2019)

Share restrictions

✓ 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.

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(a) 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.

(b) 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.

History

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

Annotations

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).

Notes of Decisions

Cited in 1 case, 1999–1999 · leading case: VSI Enter., Inc. v. Edwards, 518 S.E.2d 765 (Ga. Ct. App. 1999).

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VSI Enter., Inc. v. Edwards, 518 S.E.2d 765 (Ga. Ct. App. 1999). · cites it 12× “OCGA § 14-2-1324, however, deals with a situation where the dissenter does not have possession of the stock certificate and cannot sell it.”

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.