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2018 Georgia Code 14-2-603 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-603 Case Law from Google Scholar Amendments to OCGA 14-2-603

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 6 SHARES AND DISTRIBUTIONS

14-2-603. Issued and outstanding shares.

  1. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
  2. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this Code section and to Code Section 14-2-640.
  3. At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares (which may be of the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

(Code 1981, §14-2-603, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

Source: Model Act, § 6.03. There was no counterpart to this section in former Georgia law.

Subsection (c) requires that at all times the corporation must have outstanding shares of one or more classes with unlimited voting rights and rights to receive the net assets on dissolution.

The provisions of the Code are consistent with the specialized class of corporation known as the open-end investment company, which permits unlimited redemptions of shares at net asset value at the request of shareholders. Sections 14-2-601 and 603 permit the classes of shares with voting and dissolution rights to be made redeemable without limitation. The requirement of subsection (c) that at least one share be outstanding is also consistent with an unlimited right of redemption since that section only applies while there are shares of stock outstanding.

Cross-References Cancellation of shares, see §§ 14-2-621 &14-2-1004. Certificateless shares, see § 14-2-626. Certificates for shares, see § 14-2-625. Classes of shares generally, see § 14-2-601. Consideration for shares, see § 14-2-621. Dissolution of corporation, see Article 14. Reacquisition of shares, see § 14-2-631. Redemption of shares, see §§ 14-2-601 &14-2-631. Share dividends, see § 14-2-623. Voting by nonvoting class of shares, see §§ 14-2-1004 &14-2-1103. Voting by voting groups, see §§ 14-2-140,14-2-725 &14-2-726. "Voting group" defined, see § 14-2-140.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 397 et seq.

C.J.S.

- 18 C.J.S., Corporations, § 185 et seq.

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