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2018 Georgia Code Annotated

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Chapter 2. Business Corporations, 14-2-101 through 14-2-1703.

Reserved Article 1
General Provisions. Part 1
Part 2 FILING DOCUMENTS.
Part 3 SECRETARY OF STATE.
Part 4 DEFINITIONS.
Part 5 EXECUTION OF DOCUMENTS.
Article 2 Incorporation.
Article 3 Purposes and Powers.
Article 4 Name.
Article 5 Office and Agent.
Part 1 REGISTERED AGENTS AND SERVICE OF PROCESS.
Part 2 VENUE.
Article 6 Shares and Distributions.
Part 1 SHARES.
Part 2 ISSUANCE OF SHARES.
Part 3 SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION.
Part 4 DISTRIBUTIONS.
Article 7 Shareholders.
Part 1 MEETINGS.
Part 2 VOTING.
Part 3 VOTING TRUSTS AND AGREEMENTS.
Part 4 DERIVATIVE PROCEEDINGS.
Article 8 Directors and Officers.
Part 1 BOARD OF DIRECTORS.
Part 2 MEETINGS AND ACTION OF THE BOARD.
Part 3 STANDARDS OF CONDUCT.
Part 4 OFFICERS.
Part 5 INDEMNIFICATION.
Part 6 CONFLICTING INTEREST TRANSACTIONS.
Part 7 DISCLAIMER OF BUSINESS OPPORTUNITIES.
Article 9 Close Corporations.
Part 1 CREATION.
Part 2 SHARES.
Part 3 GOVERNANCE.
Part 4 REORGANIZATION AND TERMINATION.
Part 5 JUDICIAL SUPERVISION.
Part 6 TRANSITION PROVISIONS.
Article 10 Amendment of Articles of Incorporation and Bylaws.
Part 1 AMENDMENT OF ARTICLES OF INCORPORATION.
Part 2 AMENDMENT OF BYLAWS.
Article 11 Merger and Share Exchange.
Part 1 MERGER AND SHARE EXCHANGE.
Part 2 FAIR PRICE REQUIREMENTS.
Part 3 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.
Article 12 Sale of Assets.
Article 13 Dissenters' Rights.
Part 1 RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES.
Part 2 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.
Part 3 JUDICIAL APPRAISAL OF SHARES.
Article 14 Dissolution.
Part 1 VOLUNTARY DISSOLUTION.
Part 2 ADMINISTRATIVE DISSOLUTION.
Part 3 JUDICIAL DISSOLUTION.
Part 4 MISCELLANEOUS.
Article 15 Foreign Corporations.
Part 1 CERTIFICATE OF AUTHORITY.
Part 2 WITHDRAWAL.
Part 3 REVOCATION OF CERTIFICATE OF AUTHORITY.
Part 4 DOMESTICATION.
Article 16 Records and Reports.
Part 1 RECORDS.
Part 2 REPORTS.
Article 17 Transition Provisions.

Chapter 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.

COMMENT CODE REVISION COMMISSION NOTE ON COMMENTS The comments appearing in this chapter have been prepared under the supervision of the Georgia Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia and are included in the Official Code of Georgia Annotated at the request of the committee. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.
COMMENT NOTE AS TO DRAFTING COMMITTEE
JUDICIAL DECISIONS Editor's notes. - In light of the similarity of the statutory provisions, decisions under former Chapter 2 of Title 14, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this chapter.
RESEARCH REFERENCES ALR. - What corporate communications are entitled to attorney-client privilege - modern cases, 27 A.L.R.5th 76.
"NOTICE OF INCORPORATION Notice is given that articles of incorporation which incorporate ________________________________________________________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code.The initial registered office of the corporation is located at ______________________________________________ (address of registered office) and its initial registered agent at such address is ________________________________________ (name of agent)."
"NOTICE OF CHANGE OF CORPORATE NAME Notice is given that articles of amendment which will change the name of __________________________________ (present corporate name) to ____________________________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The registered office of the corporation is located at __________ (address of registered office)."
"NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION Notice is given that a notice of intent to dissolve __________________(name of corporation), a Georgia corporation with its registered office at __________________ (address of registered office), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code."
Article 1 General Provisions.
Part 1 SHORT TITLE; LEGISLATIVE POWER.
Part 2 DOCUMENTS.
Part 3 SECRETARY OF STATE.
Part 4 DEFINITIONS; NOTICE.
Part 5 COURT-ORDERED MEETINGS.
Part 6 POWERS OF ATTORNEY GENERAL.
Part 7 RELIGIOUS CORPORATIONS DOCTRINE.
Article 2 Incorporation.
Article 3 Purposes and Powers.
Article 4 Corporate Name.
Article 5 Registered Office and Registered Agent.
Part 1 GENERAL PROVISIONS.
Part 2 VENUE.
Article 6 Membership.
Part 1 GENERAL PROVISIONS.
Part 2 RIGHTS AND LIABILITIES OF MEMBERS.
Part 3 TERMINATION OF MEMBERSHIP.
Part 4 DELEGATES.
Article 7 Meetings.
Part 1 GENERAL PROVISIONS.
Part 2 VOTING.
Part 3 VOTING AGREEMENTS.
Part 4 DERIVATIVE PROCEEDINGS.
Article 8 Directors and Officers.
Part 1 BOARD OF DIRECTORS.
Part 2 MEETINGS AND ACTION OF THE BOARD.
Part 3 STANDARDS OF CONDUCT.
Part 4 OFFICERS.
Part 5 INDEMNIFICATION.
Part 6 CONFLICTING INTEREST TRANSACTIONS.
Article 9 Reserved.
Article 10 Amendment of Articles of Incorporation and Bylaws.
Part 1 AMENDMENT OF ARTICLES OF INCORPORATION.
Part 2 AMENDMENT OF BYLAWS.
Part 3 APPROVAL OF AMENDMENTS.
Part 4 AMENDMENT TO OPERATE FOR PROFIT.
Article 11 Merger.
Article 11A Domestication of Foreign Corporations.
Article 12 Sale, Encumbrance, or Other Disposition of Assets.
Article 13 Distributions.
Article 14 Dissolution.
Part 1 VOLUNTARY DISSOLUTION.
Part 2 ADMINISTRATIVE DISSOLUTION.
Part 3 JUDICIAL DISSOLUTION.
Part 4 ASSETS OF DISSOLVED CORPORATION.
Article 15 Foreign Corporations.
Part 1 CERTIFICATE OF AUTHORITY.
Part 2 CERTIFICATE OF WITHDRAWAL.
Part 3 REVOCATION OF CERTIFICATE OF AUTHORITY.
Part 4 DOMESTICATION UNDER PRIOR LAW.
Article 16 Records and Reports.
Part 1 RECORDS.
Part 2 REPORTS.
Article 17 Applicability.

Chapter 4. Secretary of State Corporations, 14-4-1 through 14-4-183.

NOTES AS TO COMMENTS The Notes to 1982 and 1983 Amendments included in the Comments in this chapter were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. The Notes to 1984 and 1986 Amendments were prepared by William E. Eason, Jr., Chairman, and Mitchell M. Purvis, Secretary, of that Committee. The Notes to the 1985 Amendments were prepared by William E. Eason, Jr., Chairman, Mitchell M. Purvis, Secretary, and members William S. Jacobs and Michael J. Egan, III of that Committee. The Notes to 1987 Amendments were prepared by Mitchell M. Purvis, Chairman, and member William S. Jacobs of that Committee. Mitchell M. Purvis, Chairman of that Committee, prepared the Notes to 1988 Amendments.
RESEARCH REFERENCES Am. Jur. 2d. - 6 Am. Jur. 2d, Associations and Clubs, § 1 et seq. 18 Am. Jur. 2d, Corporations, § 33 et seq.
"NOTICE OF INCORPORATION Notice is given that articles of incorporation which incorporate ________________________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation is located at ________________________ (address of registered office) and its initial registered agent at such address is ________________________ (name of agent)."
"NOTICE OF CHANGE OF CORPORATE NAME Notice is given that articles of amendment which will change the name of __________________ (present corporate name) to __________________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at __________________ (address of registered office)."
"NOTICE OF MERGER Notice is given that articles or a certificate of merger which will effect a merger by and between (or among) ________________________ (name and state of incorporation or organization of each constituent corporation or entity) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The name of the surviving corporation (or other entity) in the merger will be ________________________, a corporation (or other entity) incorporated (organized pursuant to the laws of) in the State of ________________________. The registered office of such corporation (name of type of entity) (is) (will be) located at ________________________ (address of registered office) and its registered (agent) (agents) at such address (is) (are) ________________________ (name or names of agent or agents)."
Article 1 General Provisions.
Article 2 Incorporation.
Article 3 Corporate Finance.
Article 4 Powers and Liabilities.
Article 5 Renewal or Revival of Charter.
Article 6 Amendment of Charter.
Article 7 Change of Name, Capital Stock, Place of Business, or Number of Directors.
Article 8 Merger and Share Exchange.
Article 9 Forfeiture and Dissolution.
Article 10 Annual Reports and Fees.

Chapter 5. Miscellaneous Provisions Relating to Corporations, 14-5-1 through 14-5-51.

Article 1 General Provisions.
Article 2 Corporation Commissioner.
Article 3 Corporations Organized for Religious, Fraternal, or Educational Purposes.

Chapter 7. Professional Corporations, 14-7-1 through 14-7-7.

Chapter 8. Partnerships, 14-8-1 through 14-8-64.

Chapter 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.

Article 1 General Provisions.
Article 2 Formation, Amendment, Cancellation, Merger.
Article 3 Limited Partners.
Article 4 General Partners.
Article 5 Finance.
Article 6 Distributions and Withdrawal.
Article 7 Partnership Interests.
Article 8 Dissolution.
Article 9 Foreign Limited Partnerships.
Article 10 Derivative Actions.
Article 11 Administration.
Article 12 Applicability.
Article 1 Limited Partnerships Formed Since February 15, 1952.
Part 1 GENERAL PROVISIONS.
Part 2 FORMATION, CANCELLATION, AND AMENDMENT.
Part 3 LIMITED PARTNERS.
Part 4 GENERAL PARTNERS.
Part 5 CONTRIBUTORS.
Part 6 DISSOLUTION.
Article 2 Limited Partnerships Formed Prior to February 15, 1952.

Chapter 10. Professional Associations, 14-10-1 through 14-10-18.

Chapter 11. Limited Liability Companies, 14-11-100 through 14-11-1109.

Article 1 General Provisions.
Article 2 Formation.
Article 3 Agency; Management; Duties; Liability.
Article 4 Finance.
Article 5 Limited Liability Company Interests; Admission of Members.
Article 6 Events of Dissociation, Withdrawal, and Dissolution.
Article 7 Foreign Limited Liability Companies.
Article 8 Derivative Actions.
Article 9 Merger.
Article 10 Dissenters' Rights.
Article 11 Miscellaneous.