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2018 Georgia Code 14-2-301 | Car Wreck Lawyer

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 3 PURPOSES AND POWERS

14-2-301. Purposes.

Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(Code 1981, §14-2-301, enacted by Ga. L. 1988, p. 1070, § 1.)

Law reviews.

- For note, "Ultra Vires in Georgia," see 16 Mercer L. Rev. 320 (1964).

COMMENT

Source: Model Act, § 14-2-301. Former law was contained in §§ 14-2-20 and14-5-2.

Section14-2-301 provides that every corporation automatically has the purpose of engaging in any lawful business unless a narrower purpose is described in the articles of incorporation. This departs from former Georgia practice under § 14-2-171, which required the corporation to set forth its purpose.

Subsection (b) of the Model Act, which dealt with corporations subject to regulation under another statute, was omitted. This matter is covered in Article 17 in a manner that reflects Georgia's particular structure of "Secretary of State" corporations.

Cross-References Foreign corporations, see Article 15. Professional corporations, see Georgia Professional Corporation Act. Secretary of State Corporations, see § 14-2-1701 and Chapter 4 of title 14. Special purpose corporations, see Article 17. Statement of purpose in articles, see § 14-2-202.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, § 158 et seq.

C.J.S.

- 18 C.J.S., Corporations, §§ 53, 54, 55.

ALR.

- Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573.

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