O.C.G.A. § 14-3-1201 (2019)
Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets
Unless otherwise provided by this chapter, the articles, or bylaws, a corporation may on the terms and conditions, for the consideration determined by the board of directors, and without the approval of the members or any other person:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
History
(Code 1981, § 14-3-1201, enacted by Ga. L. 1991, p. 465, § 1.)
Annotations
COMMENT This section is based on the Model Act. It deals with two types of transactions. First, it authorizes the board to approve a sale or other disposition of all or substantially all of a corporation’s property in the usual and regular course of its activities. While such a sale or disposition would not normally be in the regular course of a corporation’s activities, if it is it may be approved by the board alone, unless the articles or bylaws or this Code provide otherwise. The second type of transaction is one in which a corporation mortgages, pledges or dedicates to the repayment of indebtedness any or all of its property, whether or not the transaction is in the usual and regular course of the corporation’s activities. Subject to a contrary provision in the articles or bylaws, the directors alone may approve such a pledge or mortgage. RESEARCH REFERENCES Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2267 et seq. C.J.S. - 19 C.J.S., Corporations, § 715. ALR. - Power of directors to sell property of corporation without consent of stockholders, 5 ALR 930; 60 ALR 1210. Trademark or tradename as asset in case of bankruptcy, insolvency, or assignment for benefit of creditors, 44 ALR 706. Statutory added liability of stockholders of bank or other corporation as af-
fected by sale of, or other transaction in relation to, assets, 100 ALR 1276. Instrument issued by a corporation as certificate of preferred stock or as evidence of indebtedness, 123 ALR 856. Applicability of statutes regulating sale of assets or property of corporation as affected by purpose or character of corporation, 9 ALR2d 1306. Authority of corporate officers to mortgage or pledge corporate personal property, 62 ALR2d 712.