ALR.

- Rescission or annulment of forfeiture of license of foreign corporation to do business in the state as affecting previous contracts or transactions of corporation, 172 A.L.R. 493.

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-1601, as it existed prior to the enactment of Ga. L. 1968, p. 565, and former Code Section 14-2-330, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Domesticated corporations not corporations created anew.

- The domestication statute of 1920, Ga. L. 1920, p. 151, as amended, codified as former Code 1933, § 22-1601 et seq., while conferring upon domesticated foreign corporations "the same powers, privileges, and immunities of similar corporations created under the laws of this state" and subjecting them to "the same obligations, duties, liabilities, and disabilities as if originally created under the laws of this state," did not have the effect of creating such corporation anew as corporations incorporated under the laws of Georgia. Forrester v. Continental Gin Co., 67 Ga. App. 119, 19 S.E.2d 807 (1942) (decided under former Code 1933, § 22-1601).

Foreign corporation domesticated under Georgia law remains foreign corporation, but, by virtue of such domestication, is invested with certain powers, privileges, and immunities that it did not theretofore have. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

Effect of becoming domesticated corporation.

- There is no merit in the contention that a cooperative, nonprofit, membership corporation, which has been incorporated in a sister state for the purpose of engaging in rural electrification, and which has been subsequently domesticated in Georgia for the conduct of its corporate purpose here, is not entitled to tax immunity. After being duly domesticated in Georgia such a corporation and its stockholders have the same powers, privileges, and immunities as a similar corporation created under the laws of Georgia, and it, and its stockholders, are subject to the same obligations, duties, liabilities, and disabilities as that of a corporation originally created in Georgia. City of McCaysville v. Tri-State Elec. Coop., 211 Ga. 5, 83 S.E.2d 598 (1954) (decided under former Code 1933, § 22-1601).

Domesticated corporation incorporated in another state subject to tax.

- Under Ga. L. 1929, p. 84, Ga. L. 1931, Ex. Sess., p. 76, and Ga. L. 1935, p. 11, providing for the payment by corporations "incorporated under the laws of Georgia" of an occupational tax (corporation net worth tax) based on the "issued capital stock" and for the payment by corporations "incorporated or organized under the laws of any other state," etc., of an occupational tax based on the "capital stock and surplus employed in this state," a foreign corporation incorporated under the laws of another state, though "domesticated" in Georgia, was not subject to payment of such tax on the same basis as a domestic corporation, a corporation "incorporated under the laws of Georgia," but on the basis of a corporation "incorporated or organized under the laws of" another state. Forrester v. Continental Gin Co., 67 Ga. App. 119, 19 S.E.2d 807 (1942) (decided under former Code 1933, § 22-1601).

But not if express terms of statute did not impose tax.

- The provisions of former Code 1933, § 22-1601, authorizing the domestication of foreign corporation and stating that a domesticated foreign corporation was "subject to the same obligations, duties, liabilities, and disabilities as if originally created under the laws of this state," could not properly be construed as rendering a foreign corporation domesticated under such Act subject to the same tax imposed on a domestic corporation as provided in former Code 1933, § 92-2401 (now §§ 48-13-72,48-13-74 through48-13-76), because the provisions of that statute did not at the time (1932 through 1935) in express terms impose any tax on a domesticated foreign corporation. National Manufacture & Stores Corp. v. Head, 67 Ga. App. 114, 19 S.E.2d 566 (1942) (decided under former Code 1933, § 22-1601).

Only domesticated corporations can exercise right of eminent domain.

- A foreign corporation owning or controlling water power in this state, when domesticated under the laws of Georgia, can exercise the right of eminent domain in this state for the purposes mentioned in former Code 1933, § 36-801 (see now O.C.G.A. § 22-3-20). A foreign corporation not so domesticated has no such right. Head v. Rich, 61 Ga. App. 293, 6 S.E.2d 73 (1939), aff'd, 190 Ga. 680, 10 S.E.2d 183 (1940) (decided under former Code 1933, § 22-1601).

Right of domesticated electric corporations to condemn land.

- A corporation chartered in another state with the right to own and operate an electric plant and engage in the business of generating, transmitting, and selling electricity for commercial and domestic use, and later domesticated in this state by appropriate proceedings, has the right to condemn the land of others for the purpose of running its lines of wires over the land and using and maintaining poles and appliances thereon in order to distribute electric current to the public from its plant. Perry v. Folkston Power Co., 181 Ga. 527, 183 S.E. 58 (1935) (decided under former Code 1933, § 22-1601).

Domesticated corporation liable to attachment as domestic corporation.

- A foreign corporation has become fully domesticated by or under the laws of another state, is not liable to attachment as a nonresident of such state, though, of course, it is liable to attachment for any of those causes for which a domestic corporation would be liable to attachment. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

Domesticated corporation is to be regarded as domestic for purposes of suit in the courts of the domesticating state. It is the general rule that a foreign corporation which has become domesticated is a domestic corporation of the adopting state for all suit purposes in the state courts, but that it remains a citizen of the state of its creation for purposes of jurisdiction, removal, and venue in the federal courts. Mitchell v. Union Bag & Paper Corp., 75 Ga. App. 15, 42 S.E.2d 137 (1947) (decided under former Code 1933, § 22-1601).

Constitutional considerations.

- To construe the constitutional exemption of property owned by a Georgia corporation and to deny its application to the same class or species of property when owned by a domesticated foreign corporation, would violate state constitutional requirements which require that protection to person and property be impartial and complete, and that all taxation be uniform upon the same class of subjects within the territorial limits of the authority levying the tax, and would also violate that provision of the Fourteenth Amendment of the Constitution of the United States which declares that no state shall deny to any person within its jurisdiction the equal protection of the laws. Redwine v. Southern Co., 206 Ga. 377, 57 S.E.2d 194 (1950) (decided under former Code 1933, § 22-1601).

Cited in Roberts v. Lipson, 231 Ga. 142, 200 S.E.2d 722 (1973).

Am. Jur. 2d.

- 36 Am. Jur. 2d, Foreign Corporations, § 342 et seq.

C.J.S.

- 19 C.J.S., Corporations, § 971.

ALR.

- Effect of domestication of foreign corporations, 126 A.L.R. 1503.