O.C.G.A.

O.C.G.A. § 14-3-170 (2019)

Powers of Attorney General over unlawful assignment of corporate assets; dissolution of corporation; investigative and subpoena powers

✓ 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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(a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (2) To set aside the unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness; (3) To dissolve a corporation that:

(A) Obtained its articles of incorporation through fraud; or

(B) Has continued to exceed or abuse the authority conferred upon it by law; or (4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301.

(b) In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section 45-15-17.

History

(Code 1981, § 14-3-170, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66.)

Annotations

COMMENT This section is based on Model Act § 38.

CORPORATIONS & PARTNERSHIPS

This section is new. The purpose of this section is to authorize the Attorney General to investigate nonprofit corporations and to initiate judicial action in appropriate cases. Subsections (a)(1) and (2) apply only to charitable type nonprofit corporations, those that are described in section 14-3-1302(a)(2). The Attorney General is authorized to petition the superior court to enjoin or set aside an unlawful conveyance or transfer of assets of such corporations in cases in which the transferee knows of the unlawful nature of the conveyance or proposed conveyance. Subsection (a)(3) contains the same authorization given the Attorney General under section 14-2-1430 of the Business Code to petition for dissolution of corporations. Subsection (a)(4) authorizes the Attorney General to petition the court for accounting and restitution to redress breaches of the duty of loyalty or care or unlawful distributions. RESEARCH REFERENCES Am. Jur. 2d. - 66 Am. Jur. 2d, Religious Societies, § 51. C.J.S. - 19 C.J.S., Corporations, § 889 et seq.

ALR. - Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 ALR 118.

PART 7 RELIGIOUS CORPORATIONS DOCTRINE

Notes of Decisions

Cited in 1 case, 1988–1988 · leading case: Corp. of Mercer Univ. v. Smith, 371 S.E.2d 858 (Ga. 1988).

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Corp. of Mercer Univ. v. Smith, 371 S.E.2d 858 (Ga. 1988). · cites it 2× “As such, they contend Tift had all the powers of nonprofit corporations, including the power to merge with another nonprofit corporation, OCGA § 14-3-170, without court approval. Tift is a women’s college in Forsyth, Georgia, established by an 1849 act of the General Assembly.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.