TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

ARTICLE 1 GENERAL PROVISIONS

14-3-120. Filing of documents.

1. A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State.
2. This chapter must require or permit filing the document in the office of the Secretary of State.
3. The document must contain the information required by this chapter. It may contain other information as well.
4. The document must be typewritten or printed.
5. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
6. The document must be executed:
   1. By the chairperson of the board of directors of a domestic or foreign corporation, its president, or by another of its officers;
   2. If directors have not been selected or the corporation has not been formed, by an incorporator; or
   3. If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary;

      provided, however, the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.

7. The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may, but need not, contain:
   1. The corporate seal;
   2. An attestation by the secretary or an assistant secretary; or
   3. An acknowledgment, verification, or proof.
8. The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Code Sections 14-3-503 and 14-3-1509), the correct filing fee, any certificate required by this chapter, and any penalty required by this chapter or other law.
9. Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.

(Code 1981, §14-3-120, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1999, p. 405, § 14; Ga. L. 2009, p. 698, § 2/HB 126.)

COMMENT

Subsection (h) refers broadly to "any certificate required by this chapter," unlike Section 14-2-120(h), which refers to certificates required under specific Business Code provisions.