TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 17 TRANSITION PROVISIONS

14-2-1703. Saving provisions.

Except as provided in subsection (b) of this Code section, the amendment or repeal of a statute by this chapter does not affect:
1. The operation of the statute or any action taken under it before its repeal;
2. Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal except as provided in subsection (f) of Code Section 14-2-630 and Code Section 14-2-1332; but the same, as well as actions that are pending on July 1, 1989, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;
3. Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
4. Transactions validly entered into before July 1, 1989, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;
5. Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
6. Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1989, that was authorized or permitted by the prior general corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter.
If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

(Code 1981, §14-2-1703, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 27.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1993, a comma was deleted following "Code Section 14-2-630" in paragraph (a)(2).

COMMENT

The saving provisions of Section14-2-1703 are derived from section 25 of the Uniform Statutory Construction Act, which was promulgated by the National Conference of Commissioners on Uniform State Laws in 1965. They have been supplemented by subsections (a)(3) and (a)(4), which draw upon present § 14-2-3(e). An exception has been made for the limitations imposed on actions for violations of preemptive rights, dissenters' rights, and claims against dissolved corporations by the Code, which is intended to limit actions for violations of preemptive rights that occurred prior to as well as after adoption of the Code.

Note to 1993 Amendment The 1993 amendment deleted reference to Code Section14-2-1407, which dealt with statutes of limitations against dissolved corporations. The drafters never intended for § 14-2-1407 to be applied retroactively to corporations that were previously dissolved under former § 14-2-293. Since corporations dissolved prior to the effective date of the new Code (July 1, 1989) could not have published the newspaper notice required by § 14-2-1407, and in many cases lacked the power to engage in a later publication, because they were fully wound up, the effect of this subsection could have been read to extend liability for all corporations dissolving prior to July 1, 1989 indefinitely for contingent claims and claims arising after dissolution. Because there was no intent to extend the periods of limitation, the deletion of the exception has the effect of ensuring that corporations dissolved prior to July 1, 1989 are entitled to the limitation periods afforded under the former law.

The 1993 amendment also added subparagraph (6) to include a general savings provision to the effect that any provision in a corporation's articles of incorporation or bylaws which was valid and properly adopted under the prior Georgia corporate law and which is permissible under current law remains valid even if current law requires a different manner of adoption.

OPINIONS OF THE ATTORNEY GENERAL

Effect of repeal on reinstatement of corporation.

- A foreign or domestic business corporation which was dissolved or revoked under the law in effect prior to July 1, 1989, may be reinstated in accordance with the prior law in effect at the time of the revocation or dissolution. 1990 Op. Att'y Gen. No. 90-39.

Effect of repeal on civil penalty provisions.

- For a foreign business corporation that had its certificate of authority revoked under the former corporation code and sought reinstatement after July 1, 1989, the civil penalty of $500.00 per year or part thereof for operation without a certificate of authority should be assessed for the period of time between revocation and reinstatement, if the foreign corporation continued to transact business in Georgia without a certificate of authority. 1990 Op. Att'y Gen. No. 90-39.

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