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2018 Georgia Code 14-2-142 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-142 Case Law from Google Scholar Amendments to OCGA 14-2-142

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 1 GENERAL PROVISIONS

14-2-142. Number of shareholders.

  1. For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitute one shareholder:
    1. Three or fewer co-owners;
    2. A corporation, partnership, trust, estate, or other entity;
    3. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
  2. For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

(Code 1981, §14-2-142, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1994, p. 97, § 14.)

COMMENT

Source: Model Act, § 1.42. There was no counterpart in former law. Determination of the number of shareholders is critical for determining eligibility to elect statutory close corporation status under Article 9.

Cross-References Close corporations, see article 9. Dissenter's rights, see § 14-2-1302. "Entity" defined, see § 14-2-140. Record of shareholders, see §§ 14-2-720 &14-2-1601. "Shareholder" defined, see § 14-2-140. Voting trusts, see § 14-2-730.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 273, 862 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 372 et seq.

PART 5 E XECUTION OF DOCUMENTS

14-2-150. Signatures.

The signatures of the officers of a corporation and the seal of the corporation upon any bond, debenture, interest coupon, or other debt security may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent or registered by a registrar other than the corporation or an employee of the corporation. The transfer agent or registrar may sign manually or in facsimile.

(Code 1981, §14-2-150, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 7.)

Law reviews.

- For article discussing issuance of debt securities under the Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968).

COMMENT

Source: This provision was taken from former law, § 14-2-87(b).

Note to 1989 Amendment The 1989 amendment changed this provision to provide that all signatures on a bond or debenture may be facsimiles. The 1989 amendments made a similar change in the requirements for stock certificates contained in Code Section 14-2-625(d).

Cross-References Signatures on share certificates, see § 14-2-625.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 245.

C.J.S.

- 19 C.J.S., Corporations, § 752.

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