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2018 Georgia Code 14-2-203 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-203 Case Law from Google Scholar Amendments to OCGA 14-2-203

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 2 INCORPORATION

14-2-203. Incorporation.

  1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
  2. The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

(Code 1981, §14-2-203, enacted by Ga. L. 1988, p. 1070, § 1.)

Law reviews.

- For comment, "An Empirical Study of Defective Incorporation," see 39 Emory L.J. 523 (1990).

COMMENT

Source: Model Act § 2.03. Comparable provisions were in former §§ 13-2-171 and14-2-173.

Subsection (a) provides that the existence of a corporation begins when the articles of incorporation are filed, unless a delayed effective date is specified under Section14-2-123. The provision of subsection (a) for a delayed effective date is new. See former § 14-2-171.

Local filing requirements of former § 14-2-172 have been eliminated.

Under the unequivocal provisions of subsection (b) of the Code, which is substantially similar to former § 14-2-173, de jure incorporation is complete upon the Secretary of State's filing of the articles of incorporation except as against the state in certain proceedings challenging the corporate existence. Any steps short of filing of the articles by the Secretary of State would not constitute apparent compliance with the conditions precedent to incorporation. Therefore a de facto corporation cannot exist under this Code.

Cross-References Corporations de facto, see § 14-2-204. Dissolution, see Article 14. Duration, see § 14-2-302. Effective time and date of filing, see § 14-2-123. Filing fees, see § 14-2-122. Filing requirements, see § 14-2-120. Secretary of state's filing duty, see § 14-2-125.

JUDICIAL DECISIONS

Editor's notes.

- In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-173, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.

Cited in Cahoon v. Ward, 231 Ga. 872, 204 S.E.2d 622 (1974).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18 Am. Jur. 2d, Corporations, § 72.

C.J.S.

- 18 C.J.S., Corporations, § 66.

ALR.

- Effect upon the corporate existence of failure to file certificate in organizing a corporation, 22 A.L.R. 376; 37 A.L.R. 1319.

Validity, construction, and effect of provisions of articles of incorporation or stock certificates relating to call, redemption, or retirement of common stock, 48 A.L.R.2d 392.

Incorporation of company under particular name as creating exclusive right to such name, 68 A.L.R.3d 1168.

Liability of attorney for improper or ineffective incorporation of client, 40 A.L.R.4th 535.

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