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(Code 1981, §14-2-626, enacted by Ga. L. 1988, p. 1070, § 1.)
Source: Model Act, § 6.26. This replaces former § 14-2-87.
Subsection (a) authorizes the creation of uncertificated shares either by original issue or in substitution for shares previously represented by certificates. No such authority was formerly granted by Georgia law. This subsection gives the board of directors the widest discretion so that a particular class and series of shares might be entirely represented by certificates, entirely uncertificated, or represented partly by each. The second sentence ensures that a corporation may not treat as uncertificated, and accordingly transferable on its books without due presentation of a certificate, any shares for which a certificate is outstanding.
The statement required by subsection (b) ensures that holders of uncertificated shares will receive from the corporation the same information that the holders of certificates receive when certificates are issued. There is no requirement that this information be delivered to purchasers of uncertificated shares before purchase.
Cross-References Certificates for shares, see § 14-2-625. Information on share certificates, see § 14-2-625. Share transfer restrictions, see § 14-2-627.
- 18B Am. Jur. 2d, Corporations, § 399.
- 18 C.J.S., Corporations, § 235.
Total Results: 1
Court: Ga. Ct. App. | Date Filed: 2004-03-18T00:00:00-08:00
Citation: 597 S.E.2d 481, 266 Ga. App. 371, 4 Fulton County D. Rep. 1027, 2004 Ga. App. LEXIS 372
Snippet: to be sent to shareholders pursuant to OCGA § 14-2-626.[7] "Unless so noted, a restriction is not…or the information statement pursuant to OCGA § 14-2-626 contained a transfer restriction. And Robert Ohlwiler