O.C.G.A. § 14-2-1622 (2019)

Annotations

COMMENT Model Act, § 16.22. This replaces former §§ 14-2-350 & 14-2-351. The Model Act requirements relating to the annual registration that each corporation must submit to the Secretary of State have been modified in Section 14-2-1622 in an effort to make it a limited information document for use by the Secretary of State, members of the general public, and shareholders. The purpose of the annual registration is to show the location of the principal office of the corporation, and the names and residence addresses of its principal officers. Model Act requirements to disclose the identity and addresses of directors and the general nature of the corporation’s business and its capital structure were eliminated, on the theory that the disclosures were designed solely to make it possible to locate the corporation. The Model Act required disclosure of business addresses of directors and principal officers, but for some corporations that may become inactive, and fail to maintain a principal office or a registered agent, this information would be of little help in locating principal officers. Thus the Code requires disclosure of the ‘‘respective’’ addresses of these officers, which may differ from the corporation’s last known address. The reference to ‘‘principal officers’’ in Section 14-2-1622(a)(4) is intended to simplify reporting requirements of corporations with very large numbers of employees who have some managerial responsibility and who, for business reasons, are designated as officers. The ‘‘principal officers’’ of a corporation include at least the chairman of the board of directors, the chief executive officer, and the officers performing the traditional functions performed by the corporate secretary and treasurer, no matter what their designation. The annual registration is required of both domestic corporations and foreign corporations qualified to transact business in the state. The failure to file the annual registration, like the failure to satisfy other mandatory requirements of the Act, is a ground for administrative dissolution or revocation of the certificate of authority to transact business. Subparagraph (c) was amended by giving the Secretary of State authority to change the dates on which annual registrations will be filed by corporations. This will permit staggered filing dates in the future, if this is deemed administratively efficient. Note to 1993 Amendment The 1993 amendment amended subparagraph (a)(1) to require submission of an employee identification number with the annual registration. The 1993 amendment also added subparagraph (d) which mandates a different filing schedule for the initial annual registration of a domestic corporation.

Cross-References Annual registration form prescribed by Secretary of State, see § 14-2-121. ‘‘Deliver’’ includes mail, see § 14-2-140. Effective date of notice, see § 14-2-141. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Involuntary dissolution for failure to file annual registration, see § 14-2-1420. ‘‘Notice’’ defined, see § 14-2-141. Notice to the corporation, see § 14-2-141. Officers, see § 14-2-840. ‘‘Principal office’’ defined, see § 14-2-140. Registered agent, see §§ 14-2-501 & 14-2-1507. Registered office, see §§ 14-2-501 & 14-2-1507. Revocation of certificate of authority for failure to file annual registration, see § 14-2-1530. Law reviews. - For ‘‘Post-Creation Checklist for

article, Georgia

Business Entities,’’ see 9 Ga. St. B. J. 24 (2004).

JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Sections 14-2-350 and 14-2-351, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section. Failure to amend corporate registry. - Because the defendant admitted that the defendant’s name was left on the corporate registry, merely asserting that the failure to remove defendant was due to the ‘‘negligence of the corporation,’’ because defendant had ‘‘received assurances’’ that defendant’s name would be removed, the trial court correctly deter-

mined that there was no genuine issue of material fact as to the defendant’s status as a corporate officer during all periods relevant to the suit. Speir v. Krieger, 235 Ga. App. 392, 509 S.E.2d 684 (1998). Cited in In re Carmichael Enters., Inc., 334 F. Supp. 94 (N.D. Ga. 1971); Hallmark Properties, Inc. v. Slater, 229 Ga. 432, 192 S.E.2d 157 (1972); Lukas v. Pittman Hwy. Contracting Co., 134 Ga. App. 305, 214 S.E.2d 398 (1975); Due W. Assocs. v. Renfroe Mining & Grading Co., 194 Ga. App. 397, 391 S.E.2d 13 (1990); Holmes & Co. v. Carlisle, 289 Ga. App. 619, 658 S.E.2d 185 (2008).

RESEARCH REFERENCES Am. Jur. 2d. - 18A Am. Jur. 2d, Corporations, § 278. 36 Am. Jur. 2d, Foreign Corporations, § 207.

C.J.S. - 19 C.J.S., Corporations, §§ 682, 989, 990.

ARTICLE 17 TRANSITION PROVISIONS Law reviews. - For article, ‘‘Georgia’s New Business Corporation Code,’’ see 24 Ga. St. B. J. 158 (1988). For article,

‘‘Changes in Corporate Practice under Georgia’s New Business Corporation Code,’’ see 40 Mercer L. Rev. 655 (1989).