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2018 Georgia Code 14-2-1332 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1332 Case Law from Google Scholar Amendments to OCGA 14-2-1332

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 13 DISSENTERS' RIGHTS

14-2-1332. Limitation of actions.

No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of Code Section 14-2-1320 and Code Section 14-2-1322.

(Code 1981, §14-2-1332, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

This section has no counterpart in the Model Act, or in former Georgia law, which was governed by general statutes of limitations. Three years is ample time for shareholders to assert dissenters' rights, even if they do not receive the notices required by this article. Normally a shareholder would become aware of corporate action giving rise to dissenters' rights in considerably less than three years after the action is taken. This provision will, after a reasonable period, remove the cloud of uncertainty that arises from failure to comply with the dissenters' rights provisions. Without certainty that no further contingent claims exist, new financings and other business activities may be severely hampered.

Cross-References Dissenters' notice, see § 14-2-1322. Duty to bring action after demand for payment, see § 14-2-1330. Notice of corporate action creating dissenters' rights, see § 14-2-1320.

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