O.C.G.A.

O.C.G.A. § 14-2-151 (2019)

Secretary or assistant secretary of corporation to authenticate records of corporation; reliance on affixed seal by third party

✓ 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) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:

(1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;

(2) That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and

(3) That the execution of the document on behalf of the corporation has been duly authorized.

(b) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, execution by the president or vice-president of the corporation, attested by the secretary or assistant secretary of the corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:

(1) That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and

(2) That the execution of the document on behalf of the corporation has been duly authorized.

(c) When the seal of a corporation or the facsimile thereof is affixed to any document, or where a document is executed by the president or a vice-president of a corporation, and in either case is attested by the secretary or assistant secretary of that corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.

(d) The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not impair

CORPORATIONS & PARTNERSHIPS the validity of the document or of any action taken in pursuance thereof or in reliance thereon.

History

(Code 1981, § 14-2-151, enacted by Ga. L. 1989, p. 946, § 8; Ga. L. 1992, p. 1180, § 1.)

Annotations

Editor’s notes. - Ga. L. 1992, p. 1180, § 3, not codified by the General Assembly, provided that the amendment to this Code

section was applicable to acts occurring prior to July 1, 1992, as well as to acts occurring on or after such date.

COMMENT Source: Former O.C.G.A. § 14-2-4 (1982). This section restores provisions of former section 14-2-4 that were an addition to Model Act provisions when enacted in 1968. Subsections (a) and (b) correspond to former subsections (a) and (b) of the prior code provision, while subsection (c) corresponds to former subsection (d). This section omits provisions of former law that specified which corporate officers must sign corporate documents required by the code, and omits provisions relating to deeds. The effect of a seal upon deeds is governed by Code Section 14-5-7. Cross-References Power to have a corporate seal, see § 14-2-302(2). Required officers, see § 14-2-840. ‘‘Secretary’’ defined, see § 14-2-140. Signatures, see §§ 14-2-150 & JUDICIAL DECISIONS Signature in representative capacity without seal. - The presence of an unattested corporate seal and an individual signature on a promissory note placed the instrument within the representative capacity provisions of the Uniform Commercial Code, so as to permit the introduction of parol evidence to show agency. Hartkopf v. Heinrich Ad. Berkemann, 200 Ga. App. 355, 408 S.E.2d 450, cert. denied, 200 Ga. App. 896, 408 S.E.2d 450 (1991). Corporate seal not requirement for valid corporate assignment of deed. - Unlike the current version of O.C.G.A. § 14-5-7, the prior version (effective until June 30, 2011) lacked explicit language that a corporate seal was not required for a conclusively valid corporate conveyance;

yet, the applicable Georgia law still revealed that a corporate seal was not a requirement for a valid corporate assignment of deed. Foster v. Homeward Residential Inc. (In re Foster), 500 B.R. 197 (Bankr. N.D. Ga. 2013). Section not persuasive in actions against individuals. - O.C.G.A. § 14-2-151, authorizing an action against a corporation because of the corporate seal, is not persuasive in an action brought against a party individually. Fabe v. Floyd, 199 Ga. App. 322, 405 S.E.2d 265, cert. denied, 199 Ga. App. 906, 405 S.E.2d 265 (1991); Castellana v. Conyers Toyota, Inc., 200 Ga. App. 161, 407 S.E.2d 64 (1991).

ARTICLE 2 INCORPORATION

Administrative rules and regulations. - Articles of Incorporation, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary

of State, Commissioner of Corporations, Chapter 590-7-3.

Law reviews. - For article discussing the advantage of incorporation by farm-

ers, see 4 Ga. St. B. J. 335 (1968). For article, ‘‘Comparison of Features of Old and New Business Corporation Laws Relating to Domestic Corporations,’’ see 5 Ga. St. B. J. 13 (1968). For article, ‘‘Foreign Corporations in Georgia,’’ see 10 Ga.

St. B. J. 243 (1973). 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).

RESEARCH REFERENCES ALR. - Liability of officers, directors, or members of defectively organized corporation to one of their number for advances, commissions, etc., 115 ALR 658. Organization sought to be incorporated under an unconstitutional statute as a de facto corporation, 136 ALR 187.

Construction and effect of corporate articles, charter, or bylaws limiting duration or maturity of its indebtedness, 55 ALR2d 949. Liability of attorney for improper or ineffective incorporation of client, 40 ALR4th 535.

Notes of Decisions

Cited in 7 cases, 1984–2013 · leading case: Fabe v. Floyd, 405 S.E.2d 265 (Ga. Ct. App. 1991).

Sort: Relevance Newest Treatment

Fabe v. Floyd, 405 S.E.2d 265 (Ga. Ct. App. 1991). · cites it 12× “Fabe cites OCGA § 14-2-151 (a), concerning corporate seals, as such a presumption.”

Henson v. Am. Fam. Corp., 321 S.E.2d 205 (Ga. Ct. App. 1984). · cites it 4× “Pursuant to OCGA § 14-2-151 (a), the board of directors always has the right to remove a corporate officer or agent; however, OCGA § 14-2-151 (d) provides that such removal shall be “without prejudice to the contract rights, if any, of the person so removed.”

Hartkopf v. Heinrich Ad. Berkemann, 408 S.E.2d 450 (Ga. Ct. App. 1991). · cites it 5× “Certainly the presence of an attested corporate seal indicates authority to execute the document on behalf of the corporation, OCGA § 14-2-151 (a), although its absence does not impair the validity of a corporate document.”

J. M. Clayton Co. v. Martin, 339 S.E.2d 280 (Ga. Ct. App. 1985). · cites it 2× “OCGA § 14-2-151. Although the record before us contains no such bylaws, appellee alleged and appellant admitted in pleadings that appellee could be removed from his office only by the board of directors.”

Foster v. Ohlwiler, 597 S.E.2d 481 (Ga. Ct. App. 2004). · cites it 2× “4 See generally OCGA § 14-2-151. 5 See generally Division 1 (b), infra.”

Foster v. Homeward Residential Inc. ex rel. U.S. Bank Nat'l Ass'n (In re Foster), 500 B.R. 197 (Bankr. N.D. Ga. 2013). · cites it 2× “” O.C.G.A. § 14-2-151. The presence of a corporate seal merely provides a presumption of an authorized corporate act.”

Minter v. Directors of Concrete Prods., Inc. (In Re Concrete Prods., Inc.), 110 B.R. 997 (Bankr. S.D. Ga. 1989). · cites it 2× “O.C.G.A. § 14-2-151(a). In an action by minority stockholders to enjoin the majority stockholders the Georgia Supreme Court stated: “The acts planned by defendants may prove to be unwise, as plaintiffs think, but it is well settled that equity will not interfere to prevent…”

— 14-2-151(a) — 1 case

Minter v. Directors of Concrete Prods., Inc. (In Re Concrete Prods., Inc.), 110 B.R. 997 (Bankr. S.D. Ga. 1989). “O.C.G.A. § 14-2-151(a). In an action by minority stockholders to enjoin the majority stockholders the Georgia Supreme Court stated: “The acts planned by defendants may prove to be unwise, as plaintiffs think, but it is well settled that equity will not interfere to prevent…”

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.