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2018 Georgia Code 14-2-626 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-626 Case Law from Google Scholar Amendments to OCGA 14-2-626

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

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

ARTICLE 6 SHARES AND DISTRIBUTIONS

14-2-626. Shares without certificates.

  1. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
  2. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsection (b) of Code Section 14-2-625 and, if applicable, Code Section 14-2-627.

(Code 1981, §14-2-626, enacted by Ga. L. 1988, p. 1070, § 1.)

COMMENT

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.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18B Am. Jur. 2d, Corporations, § 399.

C.J.S.

- 18 C.J.S., Corporations, § 235.

Cases Citing Georgia Code 14-2-626 From Courtlistener.com

Total Results: 1

Foster v. Ohlwiler

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: registration of transfer of shares of the corporation."[6] It further requires that any transfer restriction either be placed conspicuously on the certificate or contained in the information statement required to be sent to shareholders pursuant to OCGA § 14-2-626.[7] "Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction."[8] Even assuming, without deciding, that the cited document was an "agreement among shareholders," we find no error in the trial court's