O.C.G.A. § 14-2-1410 (2019)

Annotations

Editor’s notes. - Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, repealed the Code sections formerly codified as this chapter and enacted the current chapter. The former chapter consisted of Code Sections 14-2-1 through 14-2-7 (Article 1), 14-2-20 through 14-2-23 (Article 2), 14-2-40 through 14-2-43 (Article 3), 14-2-60 through 14-2-63 (Article 4), 14-2-80 through 14-2-98 (Article 5), 14-2-110 through 14-2-123 (Article 6), 14-2-140 through 14-2-156 (Article 7), 14-2-170 through 14-2-177 (Article 8), 14-2-190 through 14-2-196 (Article 9), 14-2-210 through 14-2-218 (Article 10), 14-2-230 through 14-2-231 (Article 11), 14-2-250 through 14-2-251 (Article 12), 14-2-270 through 14-2-295 (Article 13), 14-2-310 through 14-2-331 (Article 14), 14-2-350 through 14-2-351 (Article 15), 14-2-370 through 14-2-373 (Article 16),

Table of Comparable Provisions for Chapter 2 of Title 14 This table lists each Code section in the former Business Corporation Code, Ga. L. 1968, p. 565, as amended, and comparable provisions of the new Business Corporation Code, Ga. L. 1988, p. 1070. It is intended to assist the user, who is familiar with the former chapter, to find comparable new provisions. Table entries do not indicate that the former provision was reenacted without change in the new chapter, only that the comparable new provision pertains to the same subject. Absence of a comparable new provision in the table may mean only that there was no new provision similar enough for inclusion in this table, not that the subject is no longer covered.

NEW 14-2-140, 14-2-723 14-2-120, 14-2-1408 14-2-120, 14-2-123, 14-2-124, 14-2-125 14-2-127, 14-2-128

CORPORATIONS & PARTNERSHIPS NEW 14-2-502, 14-2-503 - 14-2-621, 14-2-623 14-2-621, 14-2-628 14-2-150, 14-2-625, - 14-2-623, 14-2-640 14-2-631, 14-2-640 - - - - 14-2-701, 14-2-702, 14-2-703, 14-2-704 14-2-141, 14-2-705, 14-2-706, 14-2-823 14-2-705, 14-2-707 14-2-720, 14-2-724 14-2-725, 14-2-727, 14-2-721, 14-2-724, 14-2-727, 14-2-1021 14-2-722, 14-2-724, 14-2-731, 14-2-920 14-2-1601, 14-2-1602, 14-2-1604, 14-2-1620 14-2-740, 14-2-741, 14-2-742, 14-2-745, 14-2-746 14-2-801, 14-2-802, 14-2-803, 14-2-804,

NEW 14-2-805, 14-2-807, 14-2-820, 14-2-824, 14-2-820, 14-2-822, 14-2-640, 14-2-824 14-2-861, 14-2-862, 14-2-851, 14-2-852, 14-2-855, 14-2-856, 14-2-858, 14-2-859, 14-2-202, 14-2-203 - 14-2-206, 14-2-1022 14-2-207, 14-2-303 14-2-1002, 14-2-1003, 14-2-1006, 14-2-1006.1 14-2-1105, 14-2-1105.1 14-2-1105, 14-2-1106

BUSINESS CORPORATIONS NEW 14-2-1302, 14-2-1303 14-2-1301, 14-2-1320, 14-2-1321, 14-2-1322, 14-2-1323, 14-2-1325, 14-2-1326, 14-2-1327, 14-2-1330, 14-2-1331 - 14-2-1402, 14-2-1403 14-2-1403.1, 14-2-1405, 14-2-1420, 14-2-1421, 14-2-1430, 14-2-1431 14-2-940, 14-2-1430, 14-2-1406, 14-2-1408,

NEW 14-2-1405, 14-2-1406, 14-2-1407, 14-2-1408 14-2-1508, 14-2-1509 14-2-1510, 14-2-1520 14-2-1530, 14-2-1531 - 14-2-121, 14-2-130 - - 14-2-126, 14-2-1532 - -

CORPORATIONS & PARTNERSHIPS

Law reviews. - For article discussing liability of corporate directors, officers, and shareholders under the Georgia Business Corporation Code, as affected by provisions of the Georgia Civil Practice Act, see 7 Ga. St. B.J. 277 (1971). For annual survey on business associations, see 35 Mercer L. Rev. 37 (1983). For annual survey on business associations, see 36 Mercer L. Rev. 91 (1984). For article, ‘‘Maintaining the Corporation as a Separate Entity,’’ see 23 Ga. St. B. J. 36 (1986). For annual survey of law of business associations, see 38 Mercer L. Rev. 57 (1986). For annual survey of cases concerning business associations, see 39 Mercer L. Rev. 53 (1987). For article, ‘‘Changes in Corporate Practice under Georgia’s New Business Corporation Code,’’ see 40 Mercer L. Rev. 655 (1989). For article, ‘‘Georgia’s New Business Corporation Code,’’ see 24 Ga. St. B. J. 158 (1988). For annual survey of law of business associations, see 40 Mercer L. Rev. 61 (1988). For survey article on business associations, see 42 Mercer L. Rev. 71 (1990). For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B. J. 101 (1991). For article, ‘‘The Development of the Shareholder’s Direct Action Damage Remedy,’’ see 28 Ga. St. B. J. 195 (1992). For annual survey of law of business associations, see 43 Mercer L. Rev. 85 (1991). For annual survey article on business associ-

ations, see 45 Mercer L. Rev. 53 (1993). For article discussing developments in law of business associations from June 1, 1996 through May 31, 1997, see 49 Mercer L. Rev. 71 (1997). For annual survey article on business associations, see 50 Mercer L. Rev. 171 (1998). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For survey article on cases in the areas of corporate, securities, partnership, and banking law for the period from June 1, 2002 through May 31, 2003, see 55 Mercer L. Rev. 55 (2003). For article, ‘‘2006 Amendments to Georgia’s Corporate Code and Alternative Entity Statutes,’’ see 12 Ga. St. B. J. 12 (2007). For note on 1993 amendment of this chapter, see 10 Ga. St. U. L. Rev. 74 (1993). For note on 1999 amendments to sections in this chapter, see 16 Ga. St. U. L. Rev. 27 (1999). For comment, ‘‘An Empirical Study of Defective Incorporation,’’ see 39 Emory L.J. 523 (1990). For comment, ‘‘Transfers of Intangible Property: Revise §§ 482 and 936(H) to Tax Transfers of Business Functions,’’ see 32 Georgia St. U. L. Rev. 977 (2016).

CODE REVISION COMMISSION NOTE ON COMMENTS The comments appearing in this chapter have been prepared under the supervision of the Georgia Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia and are included in the Official Code of Georgia Annotated at the request of the committee. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law. COMMENT NOTE AS TO DRAFTING COMMITTEE The Georgia Business Corporation Code was completely recodified by an Act (Ga. L. 1988, p. 1070) that was based on a draft proposed by the Georgia Business Corporation

Code Revision Committee of the Section of Corporate and Banking Law of the State Bar of Georgia composed of the following: George L. Cohen, Chairman William J. Carney, Reporter, Professor, Emory University Law School Elliott Goldstein, Special Consultant Thomas C. Herman, Secretary W. Hale Barrett

Holcombe T. Green, Jr.

J. Kermit Birchfield, Jr.

Edward J. Hardin

Terry C. Bridges

Donald R. Harkleroad

John W. Collier

Edward J. Hawie

C. Powers Dorsett, Jr.

James L. Smith, III

William E. Eason, Jr.

L. Neil Williams, Jr.

Alan S. Gaynor The Committee was assisted by the following special advisers: Senator Edward Hine, Jr.

Valerie A. Hepburn, Director of Administration, Office of the Secretary of State State of Georgia

Wayne Howell, Deputy Secretary of State Stephanie Manis, Assistant Attorney General

George E. Hibbs, Assistant General Counsel, State Bar of Georgia

Representative Thomas Chambless NOTES AS TO COMMENTS The comments in Chapter 2 of Title 14 were prepared in 1987, 1988, and 1989 by William J. Carney, Charles Howard Candler Professor at Emory University Law School, who was reporter to the Georgia Corporation Code Revision Committee (hereinafter the ‘‘Code Revision Committee’’) of the Corporate and Banking Law Section of the State Bar of Georgia, which submitted a proposed draft of the revised Georgia Business Corporation Code (the ‘‘Code’’) in the form in which it was introduced in the Georgia General Assembly. The Comments were reviewed by the Code Revision Committee, which was chaired by George L. Cohen. They were presented to the General Assembly, in substantially this form, as part of the explanation for the changes proposed from prior law, and to clarify the meaning of the Code. The Comments also note amendments made by the General Assembly to the Code as initially introduced. JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Chapter 2 of Title 14, which was repealed by Ga. L. 1988, p.

1070, § 1, effective July 1, 1989, are included in the annotations for this chapter. Cited in Hullender v. Acts II, 153 Ga. App. 119, 264 S.E.2d 486 (1980).

CORPORATIONS & PARTNERSHIPS

RESEARCH REFERENCES ALR. - What corporate communications are entitled to attorney-client privilege - modern cases, 27 ALR5th 76.

ARTICLE 1 GENERAL PROVISIONS Cross references. - Incorporation of banks and trust companies, § 7-1-390 et seq. Incorporation of condominium associations, § 44-3-100 et seq. Law reviews. - For article, ‘‘Changes in Corporate Practice under Georgia’s New Business Corporation Code,’’ see 40 Mercer L. Rev. 655 (1989). For article, ‘‘Georgia’s New Business Corporation

Code,’’ see 24 Ga. St. B. J. 158 (1988). For article, ‘‘Researching Georgia Law,’’ see 3 Ga. St. U. L. Rev 585 (1993). For note surveying revisions to Georgia Condominium Act between 1963 and 1975 regarding expansion, disclosure, liens, and incorporation, see 24 Emory L.J. 891 (1975).

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Article 1 of Chapter 2 of Title 14, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989,

are included in the annotations for this article. Cited in Whitley v. Whitley Constr. Co., 121 Ga. App. 696, 175 S.E.2d 128 (1970).

PART 1 SHORT TITLE AND RESERVATION OF POWER