O.C.G.A.

O.C.G.A. § 14-2-1621 (2019)

Other reports to shareholders

✓ 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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If a corporation indemnifies or advances expenses to a director under Code Section 14-2-851, 14-2-852, 14-2-853, or 14-2-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

History

(Code 1981, § 14-2-1621, enacted by Ga. L. 1988, p. 1070, § 1.)

Annotations

COMMENT Source: Model Act, § 16.21. This was formerly covered by § 14-2-156(h). Section 14-2-1621 requires decisions to grant indemnification under Article 8, Part 5 to be reported to the shareholders with or before the notice of the next meeting of shareholders. This preserves the requirement of former law.

The Model Act, § 16.21(b), provided similar disclosure of decisions to issue shares to persons for promissory notes or for promises for future services under Section 14-2-621. This was omitted in the Code. Cross-References Indemnification of directors, see Article 8, Part 5. Notice of shareholders’ meeting, see § 14-2-705. ‘‘Proceeding’’ defined, see § 14-2-850.