O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-627 (2019)

(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

✓ 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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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.

Annotations

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

C.J.S. - 18 C.J.S., Corporations, § 235.

Notes of Decisions
Cited in 6 cases, 1991–2013 · leading case: Taylor v. Riverside-Franklin Props., Inc. (In Re Taylor), 228 B.R. 491 (Bankr. M.D. Ga. 1998).
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Taylor v. Riverside-Franklin Props., Inc. (In Re Taylor), 228 B.R. 491 (Bankr. M.D. Ga. 1998). · cites it 4× “O.C.G.A. § 14-2-627(a) provides that “an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer .”
Foster v. Ohlwiler, 597 S.E.2d 481 (Ga. Ct. App. 2004). · cites it 4× “6 OCGA § 14-2-627 (a). 7 OCGA § 14-2-627 (b).”
Brown v. Momar, Inc., 411 S.E.2d 718 (Ga. Ct. App. 1991). · cites it 2× “1 This case arose before the 1988 enactment of the Georgia Business Corporation Code, but we note that OCGA § 14-2-627 also authorizes the type of stock transfer restriction at issue here.”
Ansley v. Ansley, 705 S.E.2d 289 (Ga. Ct. App. 2010). · cites it 2× “6 “[A]n agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation,” and “[a] restriction on the transfer or registration of transfer of shares may: .”
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). · cites it 46× “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
AB & T Nat'l Bank v. Mossy Dell, Inc. (In re Beauchamp), 483 B.R. 268 (Bankr. M.D. Ga. 2012). · cites it 10× “In Georgia, certain restrictions on the transfer of shares in a corporation are authorized by O.C.G.A. § 14-2-627 (2003), which provides as follows: (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the…”
— 14-2-627(a) — 2 cases
Taylor v. Riverside-Franklin Props., Inc. (In Re Taylor), 228 B.R. 491 (Bankr. M.D. Ga. 1998). “O.C.G.A. § 14-2-627(a) provides that “an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer .”
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
— 14-2-627(b) — 2 cases
Taylor v. Riverside-Franklin Props., Inc. (In Re Taylor), 228 B.R. 491 (Bankr. M.D. Ga. 1998). “O.C.G.A. § 14-2-627(a) provides that “an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer .”
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
— 14-2-627(c) — 1 case
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
— 14-2-627(c)(3) — 1 case
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
— 14-2-627(d) — 2 cases
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
AB & T Nat'l Bank v. Mossy Dell, Inc. (In re Beauchamp), 483 B.R. 268 (Bankr. M.D. Ga. 2012). “In Georgia, certain restrictions on the transfer of shares in a corporation are authorized by O.C.G.A. § 14-2-627 (2003), which provides as follows: (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the…”
— 14-2-627(d)(3) — 1 case
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
— 14-2-627(d)(4) — 1 case
Mossy Dell, Inc. v. AB & T Nat'l Bank (In re Beauchamp), 500 B.R. 235 (M.D. Ga. 2013). “27 with GaCode Ann. § 14-2-627. Georgia’s statute provides that transfer restrictions on stock that are included in the corporation’s articles of incorporation are “valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this…”
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