TITLE 46
PUBLIC UTILITIES AND PUBLIC TRANSPORTATION
ARTICLE 4
ELECTRIC MEMBERSHIP CORPORATIONS AND FOREIGN ELECTRIC COOPERATIVES
46-3-469. Transacting business without certificate of authority.
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A foreign electric cooperative that is required under this article to obtain a certificate of authority but fails to do so shall be liable to this state for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by this article upon such foreign electric cooperative had it duly applied for and received a certificate of authority to transact business in this state as required by this article and thereafter filed all reports required by this article, plus all penalties imposed by this article. The Attorney General, at the direction of the Secretary of State, shall bring proceedings in the name of the state to recover all amounts due this state under this Code section.
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No foreign electric cooperative that is required under this article to obtain a certificate of authority shall be permitted to maintain any action or proceeding in any court of this state unless before commencement of the action it shall have obtained such a certificate. No action or proceeding may be maintained in any court of this state by any foreign electric cooperative that is the successor or assignee of such foreign electric cooperative on any right, claim, or demand arising out of the transaction of business by such foreign electric cooperative in this state unless before commencement of the action a certificate of authority shall have been obtained by such foreign electric cooperative or by a foreign electric cooperative which has acquired all or substantially all of its assets.
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The failure of a foreign electric cooperative to obtain a certificate of authority to transact business in this state shall render voidable any contract of such foreign electric cooperative arising out of business transacted in this state at the instance of any other party to such contract; but such voidability may be cured by the foreign electric cooperative's obtaining a certificate of authority, provided that such certificate of authority is obtained prior to final judgment in any action wherein this subsection is relied upon. The failure of such foreign electric cooperative to obtain a certificate of authority shall not prevent such foreign electric cooperative from defending any action or proceeding in any court of this state, nor shall any party avail himself of the benefit of subsection (b) of this Code section except upon motion prior to judgment.
(Code 1933, § 34C-1720, enacted by Ga. L. 1981, p. 1587, § 1.)
46-3-480. Requirement of annual reports by electric membership corporation and foreign electric cooperative.
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Each electric membership corporation and each foreign electric cooperative authorized to transact business in this state shall file, within the time prescribed by this article, an annual report setting forth:
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The name of the electric membership corporation or foreign electric cooperative and the jurisdiction under the laws of which it is incorporated;
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The address of the registered office of the electric membership corporation or foreign electric cooperative in this state and the name of its registered agent in this state at such address and, in the case of a foreign electric cooperative, the address of its principal office or registered office in the jurisdiction under the laws of which it is incorporated;
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The names and respective addresses of the three principal officers of the electric membership corporation or foreign electric cooperative; and
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Such additional information as may be necessary or appropriate as determined by the Secretary of State for the performance of his duties under this article.
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Such annual report shall be made on forms prescribed by the Secretary of State; and the information therein contained shall be given as of the date of the execution of the report. The Secretary of State shall mail such report forms to the last known address of each electric membership corporation and foreign electric cooperative; however, the failure of any electric membership corporation or foreign electric cooperative to receive such forms shall not relieve that electric membership corporation or foreign electric cooperative of its responsibility to obtain appropriate forms, to complete them, and to file them with the Secretary of State. In the event an electric membership corporation or foreign electric cooperative has not filed a report within two previous calendar years, the Secretary of State shall not be required to mail to such electric membership corporation or foreign electric cooperative the required forms. The report shall be executed for the electric membership corporation or foreign electric cooperative by its president, a vice-president, secretary, an assistant secretary, treasurer, or an assistant treasurer. If the electric membership corporation or foreign electric cooperative is in the hands of a receiver or trustee, the report shall be executed on behalf of the electric membership corporation or foreign electric cooperative by such receiver or trustee.
(Code 1933, § 34C-1301, enacted by Ga. L. 1981, p. 1587, § 1.)
RESEARCH REFERENCES
Am. Jur. 2d.
- 18 Am. Jur. 2d, Corporations,
§§
333, 339.
C.J.S.
- 19 C.J.S., Corporations,
§
904.
