O.C.G.A. § 14-4-64 (2019)
Responsibility for acts of officers
Every corporation acts through its officers and is responsible for the acts of such officers in the sphere of their appropriate duties; and no corporation shall be relieved of its liability to third persons for the acts of its officers by reason of any bylaws or other limitation upon the power of the officer not known to such third person.
History
(Orig. Code 1863, § 1634; Code 1868, § 1679; Code 1873, § 1680; Code 1882, § 1680; Civil Code 1895, § 1861; Civil Code 1910, § 2225; Code 1933, § 22-712; Code 1933, § 22-4105, enacted by Ga. L. 1968, p. 565, § 1.)
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code 1933, § 22-712, are included in the annotations for this Code section.
Officers and agents distinguished. - The officers, as such, are the corporation, while the agent is a mere employee or servant of the corporation. King v. Citizens Bank, 88 Ga. App. 40, 76 S.E.2d 86
CORPORATIONS & PARTNERSHIPS
(1953) (decided under former Code 1933, § 22-712). Corporation not liable merely because tort-feasor is director and officer. - The mere fact that one who commits a tort is a director and officer of a corporation does not, without more, render the corporation liable. King v. Citizens Bank, 88 Ga. App. 40, 76 S.E.2d 86 (1953) (decided under former Code 1933, § 22-712). When corporation is liable for malicious acts of agent or officer. - A corporation is not liable for the malicious acts of its agent or officer unless the acts are authorized, or were within the scope of the agent’s duties, or were in themselves a violation of a duty owed by the corporation to the party injured, or such acts were ratified by the corporation. King v. Citizens Bank, 88 Ga. App. 40, 76 S.E.2d 86 (1953) (decided under former Code 1933, § 22-712). Bank was not liable for a malicious prosecution in which its vice-president participated, encouraged and aided, and purported to act for the corporation, when it did not affirmatively appear that the bank authorized the vice-president to engage in such prosecution or aid and abet therein, or that the bank assented thereto or ratified the prosecution. King v. Citizens Bank, 88 Ga. App. 40, 76 S.E.2d 86 (1953) (decided under former Code 1933, § 22-712). Vicarious liability established. - In a wrongful death action, the trial court did not err in denying a surgery center’s motions for directed verdict and judgment notwithstanding the verdict and the jury finding it 30 percent liable because the
evidence established the doctor was an agent of the surgery center acting within the scope of authority when the decedent was injured. Doherty v. Brown, 339 Ga. App. 567, 794 S.E.2d 217 (2016). Responsibility for acts of president. - A corporation can only act by and through its proper and duly authorized officers, agents, and servants. The president of a corporation is its alter ego in many respects, and, without any special delegation of authority, is presumed to have power to act for it in matters within the scope of its ordinary business. However, the president of a corporation, who has no charter authority nor authority from the controlling board of directors, either general or special, so to do, cannot borrow money in the name of the corporation and execute a corporate promissory note binding upon such corporation, if the corporation received none of the proceeds of the loan, nor any benefit therefrom, nor ratified such action upon the part of its president in any manner. Farmers’ & Merchants’ Bank v. Stovall Inv. Co., 50 Ga. App. 277, 177 S.E. 882 (1934) (decided under former Code 1933, § 22-712). Corporate liability because of ratification. - While a president of a corporation has no general authority by reason of office alone to borrow money and bind the corporation by a note evidencing the loan, signed by the president in the name of the corporation, yet if the proceeds of such note go to the corporation and are checked out by its duly empowered officers, such conduct amounts to a ratification of such act whether authorized or not. Black Walnuts v. First Nat’l Bank, 53 Ga. App. 304, 185 S.E. 726 (1936) (decided under former Code 1933, § 22-712).
RESEARCH REFERENCES Am. Jur. 2d. - 18B Am. Jur. 2d, Corporations, §§ 1426 et seq. ALR. - Right of individual creditor to enforce for his own benefit personal liability of directors or officers of corporation for incurring excessive debts, 43 ALR 1147. Validity of obligation given by corporation for a personal debt of officer or stockholder, 47 ALR 78.
Implied or ostensible authority of officer or employee of private corporation to take or negotiate leaseholds for corporation or its subsidiaries, 107 ALR 996. Power of corporate officer or agent to hire employees for life, 28 ALR2d 929.