O.C.G.A. § 14-3-1703 (2019)
Saving provisions
(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;
(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;
(5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed;
(6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter; or
(7) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
History
(Code 1981, § 14-3-1703, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 65.)
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CHAPTER 4 SECRETARY OF STATE CORPORATIONS
Article 1
General Provisions.
14-4-1. Intention.
14-4-2. Existing venue statutes unaffected by chapter.
Article 2
Incorporation.
14-4-21. Number of directors; effect upon acts of directors prior to April 1, 1969.
14-4-22. Use of name of another without consent.
14-4-23. Objection to grant of charter; hearing thereon.
14-4-24. Appeal from action of Secretary of State.
14-4-25. When previously used corporate name becomes available for use by others.
Article 3
Corporate Finance.
14-4-40. Creation of shares with or without par value and of classes of shares.
14-4-41. Authority prerequisite to issuance of stock.
14-4-42. Application of laws governing par stock to nonpar stock.
14-4-43. Consideration for sale of nonpar stock.
14-4-44. Change of par stock into nonpar stock.
14-4-45. Application for incorporation of corporations having nonpar stock.
14-4-46. Statement as to nonpar stock.
14-4-47. Meeting "duly called for the purpose" defined.
Article 4
Powers and Liabilities.
14-4-60. Powers generally.
14-4-61. Power to make donations for public welfare or for charitable, scientific, or educational purposes.
14-4-62. Continuous succession; term of articles of incorporation or charter.
14-4-63. Liability of persons transacting business before minimum capital stock subscribed for.
14-4-64. Responsibility for acts of officers.
14-4-65. Improper dividends; liability of officers.
Article 5
Renewal or Revival of Charter.
14-4-80. Renewal of charter.
14-4-81. Revival of expired charter.
Article 6
Amendment of Charter.
14-4-100. Application for amendment of charter of companies incorporated by Act of General Assembly; surrender of certain powers by insurance companies.
14-4-101. Issuance of certificate of amendment to acquire powers; form.
14-4-102. Issuance of certificate of amendment to surrender powers; form.
14-4-103. Acceptance of amendment conclusively presumed.
14-4-104. Secretary of State to keep record of amendments.
14-4-105. Amendments of charter and changes in capitalization of railroad companies undergoing reorganization in bankruptcy proceedings.
Article 7
Change of Name, Capital Stock, Place of Business, or Number of Directors.
14-4-120. Petition for change of name, principal office, capital stock, or number of directors.
14-4-121. Issuance of certificate of change of name, principal office, capital stock, or number of directors.
Article 8
Merger and Share Exchange.
14-4-140. Merger or share exchange consolidation of corporations incorporated by Secretary of State.
14-4-141. Merger or share exchange consolidation of corporations chartered by Secretary of State with domestic corporations incorporated under Chapter 2.
14-4-142. Merger or share exchange consolidation of corporations chartered by Secretary of State with foreign corporations.
14-4-143. Right of stockholder to dissent from merger or share exchange consolidation - Demand for payment of value of stock.
14-4-144. Arbitration of value of stock [Repealed].
14-4-145. Appeal from appraisal.
14-4-146. Cessation of stockholders' rights and transfer of stock to corporation.
14-4-147. Enforcement against corporation of judgment determining value of stock.
14-4-148. Stockholders of surviving or resulting corporation.
14-4-149. Article cumulative of other provisions.
14-4-150. Recording of charter of consolidated or merged corporation.
Article 9
Forfeiture and Dissolution.
14-4-160. Forfeiture of charter.
14-4-161. Effect of dissolution upon causes of action; service of process.
Article 10
Annual Reports and Fees.
14-4-180. Annual registration required.
14-4-180.1. Valid period for annual registration.
14-4-181. Penalty for failure to report [Repealed].
14-4-182. Filing of reports by Secretary of State; correction of improper reports [Repealed].
14-4-183. Fees of Secretary of State for filing documents.
Annotations
Cross references. - Grant of corporate powers and privileges, Ga. Const. 1983, Art. III, Sec. VI, Para. V.
Administrative rules and regulations. - Powers of Secretary of State over
Cessation of stockholders’ rights and transfer of stock to corporation. Enforcement against corporation of judgment determining value of stock. Stockholders of surviving or resulting corporation. Article cumulative of other provisions. Recording of charter of consolidated or merged corporation. Article 9
Forfeiture and Dissolution
Forfeiture of charter. Effect of dissolution upon causes of action; service of process. Article 10
Annual Reports and Fees