O.C.G.A.

O.C.G.A. § 14-2-203 (2019)

Incorporation

✓ 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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(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) 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.

History

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

Annotations

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 and 14-2-173. 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 Section 14-2-123. 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 - In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-173, which was repealed by Ga.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 in-

cluded 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 ALR 376; 37 ALR 1319. Validity, construction, and effect of provisions of articles of incorporation or stock

certificates relating to call, redemption, or retirement of common stock, 48 ALR2d 392. Incorporation of company under particular name as creating exclusive right to such name, 68 ALR3d 1168. Liability of attorney for improper or ineffective incorporation of client, 40 ALR4th 535.

Notes of Decisions

Cited in 4 cases, 1997–2020 · leading case: Jamal v. Hussein, 515 S.E.2d 407 (Ga. Ct. App. 1999).

Sort: Relevance Newest Treatment

Jamal v. Hussein, 515 S.E.2d 407 (Ga. Ct. App. 1999). · cites it 2× “Ark was incorporated December 29, 1993, as provided by OCGA § 14-2-203 (a), when its articles of incorporation were filed.”

In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). · cites it 2× “") Under current law, the corporate existence begins with the filing of articles of incorporation pursuant to O.C.G.A. § 14-2-203(a). The required contents of the articles of incorporation are set forth in O.”

G & E Constr., LLC v. Rubicon Constr., Inc. (Ga. Ct. App. 2020). · cites it 2× “” OCGA § 14-2-203 (b). See also Ga. Comp. R.”

Moye v. Comm'r, 1997 T.C. Memo. 554 (Tax Ct. 1997). · cites it 2× “The secretary of state of Georgia filed the articles of incorporation for Rosewood Kennels, Inc., on February 28, 1990.”

— 14-2-203(a) — 1 case

In re A & B Assocs., L.P., 593 B.R. 27 (Bankr. S.D. Ga. 2018). “") Under current law, the corporate existence begins with the filing of articles of incorporation pursuant to O.C.G.A. § 14-2-203(a). The required contents of the articles of incorporation are set forth in O.”

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