TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 15 FOREIGN CORPORATIONS

14-2-1540. Application of chapter to foreign corporations domesticated under prior law.

1. A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the shareholders thereof shall have all the rights, privileges, and immunities, and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the shareholders thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.
2. Whenever the term "foreign corporation authorized to transact business in this state" is used in this chapter, it shall be deemed to include domesticated foreign corporations except where the context or this chapter otherwise requires.

(Code 1981, §14-2-1540, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Former § 14-2-330. This section has no counterpart in the Model Act.

Subsection (a) is intended to preserve all rights which any foreign corporations and their shareholders may have by virtue of former § 14-2-330, and Ga. Code Ann. 1933, Ch. 22-16, or by virtue of any other laws of this state relating to domesticated foreign corporations. For example, it is intended that the stock of domesticated foreign corporations would continue to be exempt from the intangible property tax as provided in prior Ga. Code Ann. §§ 92-17.2 and 92-162, subject, of course, to future amendments by the legislature. After April 1, 1969, under the former Corporation Code, it was no longer possible for a foreign corporation to become a domesticated foreign corporation. Rather, the alternatives available to a foreign corporation are either to qualify by obtaining a certificate of authority under Section14-2-1503 or to remain unqualified. In general, foreign corporations domesticated under the prior law would be subject to all the provisions of this Code to which qualified foreign corporations are subject. See subsection (b).