2018 Georgia Code Annotated

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Chap.

• 1. General Provisions. [Reserved].
• 2. Business Corporations, 14-2-101 through 14-2-1703.
• 3. Nonprofit Corporations, 14-3-101 through 14-3-1703.
• 4. Secretary of State Corporations, 14-4-1 through 14-4-183.
• 5. Miscellaneous Provisions Relating to Corporations, 14-5-1 through 14-5-51.
• 6. Corporate Takeovers. [Reserved], 14-6-1 through 14-6-15.
• 7. Professional Corporations, 14-7-1 through 14-7-7.
• 8. Partnerships, 14-8-1 through 14-8-64.
• 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.
• 9A. Limited Partnerships, 14-9A-1 through 14-9A-130.
• 10. Professional Associations, 14-10-1 through 14-10-18.
• 11. Limited Liability Companies, 14-11-100 through 14-11-1109.

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

Reserved Article 1

General Provisions. Part 1

• 14-2-101. Short title.
• 14-2-102. Reservation of power to amend or repeal.
• 14-2-103. Independent legal significance of chapter provisions.
• 14-2-104. Effect of order for bankruptcy relief upon powers and duties of corporation.

Part 2 FILING DOCUMENTS.

• 14-2-120. Filing requirements.
• 14-2-121. Forms.
• 14-2-121.1. Valid period for annual registration.
• 14-2-122. Filing fees and penalties.
• 14-2-123. Effective time and date of document.
• 14-2-124. Correcting filed document.
• 14-2-125. Filing duty of Secretary of State.
• 14-2-126. Appeal from Secretary of State's refusal to file document.
• 14-2-127. Evidence of filing.
• 14-2-128. Certificate of existence.
• 14-2-129. Penalty for signing false document.

Part 3 SECRETARY OF STATE.

• 14-2-130. Powers.

Part 4 DEFINITIONS.

• 14-2-140. Definitions.
• 14-2-141. Notice.
• 14-2-142. Number of shareholders.

Part 5 EXECUTION OF DOCUMENTS.

• 14-2-150. Signatures.
• 14-2-151. Secretary or assistant secretary of corporation to authenticate records of corporation; reliance on affixed seal by third party.

Article 2 Incorporation.

• 14-2-201. Incorporators.
• 14-2-201.1. Publication of notice of intent to file articles of incorporation.
• 14-2-202. Articles of incorporation.
• 14-2-203. Incorporation.
• 14-2-204. Liability for preincorporation transactions.
• 14-2-205. Organization of corporation.
• 14-2-206. Bylaws.
• 14-2-207. Emergency bylaws.

Article 3 Purposes and Powers.

• 14-2-301. Purposes.
• 14-2-302. General powers.
• 14-2-303. Emergency powers.
• 14-2-304. Ultra vires.
• 14-2-305. Submission of certain matters to shareholder vote.

Article 4 Name.

• 14-2-401. Corporate name.
• 14-2-402. Reserved name.
• 14-2-403. Registered name [Repealed].

Article 5 Office and Agent.

Part 1 REGISTERED AGENTS AND SERVICE OF PROCESS.

• 14-2-501. Registered office and registered agent.
• 14-2-502. Change of registered office or registered agent.
• 14-2-503. Resignation of registered agent.
• 14-2-504. Service on corporation.

Part 2 VENUE.

• 14-2-510. Venue.

Article 6 Shares and Distributions.

Part 1 SHARES.

• 14-2-601. Authorized shares.
• 14-2-602. Terms of class or series determined by board of directors.
• 14-2-603. Issued and outstanding shares.
• 14-2-604. Fractional shares.

Part 2 ISSUANCE OF SHARES.

• 14-2-620. Subscription for shares before incorporation.
• 14-2-621. Issuance of shares.
• 14-2-622. Liability of shareholders.
• 14-2-623. Share dividends.
• 14-2-624. Share options.
• 14-2-625. Form and content of certificates.
• 14-2-626. Shares without certificates.
• 14-2-627. Restriction on transfer of shares and other securities.
• 14-2-628. Expense of issue.

Part 3 SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION.

• 14-2-630. Shareholders' preemptive rights.
• 14-2-631. Corporation's acquisition of its own shares.

Part 4 DISTRIBUTIONS.

• 14-2-640. Distributions to shareholders.
• 14-2-641. Effect of failure to present securities for redemption, surrender, cancellation, or payment.

Article 7 Shareholders.

Part 1 MEETINGS.

• 14-2-701. Annual meeting.
• 14-2-702. Special meeting.
• 14-2-703. Court-ordered meeting.
• 14-2-704. Action without meeting.
• 14-2-705. Notice of meeting.
• 14-2-706. Waiver of notice.
• 14-2-707. Record date.

Part 2 VOTING.

• 14-2-720. Shareholders' list for meeting.
• 14-2-721. Voting entitlement of shares.
• 14-2-722. Proxies.
• 14-2-723. Shares held by nominees.
• 14-2-724. Corporation's acceptance of votes.
• 14-2-725. Quorum and voting requirements for voting groups.
• 14-2-726. Action by single and multiple voting groups.
• 14-2-727. Greater or lesser quorum or voting requirements.
• 14-2-728. Voting for directors; cumulative voting.
• 14-2-729. Adjournment of meeting by majority of voting shares.
• 14-2-729.1. Inspectors.

Part 3 VOTING TRUSTS AND AGREEMENTS.

• 14-2-730. Voting trusts.
• 14-2-731. Shareholder agreements.
• 14-2-732. Shareholder agreements.

Part 4 DERIVATIVE PROCEEDINGS.

• 14-2-740. Definitions.
• 14-2-741. Standing.
• 14-2-742. Demand.
• 14-2-743. Stay of proceedings.
• 14-2-744. Dismissal.
• 14-2-745. Discontinuance or settlement.
• 14-2-746. Payment of expenses.
• 14-2-747. Applicability to foreign corporations.

Article 8 Directors and Officers.

Part 1 BOARD OF DIRECTORS.

• 14-2-801. Requirement for and functions of board of directors.
• 14-2-802. Qualifications of directors.
• 14-2-803. Number and election of directors.
• 14-2-804. Election of directors by certain classes of shareholders.
• 14-2-805. Terms of directors generally.
• 14-2-806. Staggered terms for directors.
• 14-2-807. Resignation of directors.
• 14-2-808. Removal of directors by shareholders.
• 14-2-809. [Reserved].
• 14-2-810. Vacancy on board.
• 14-2-811. Compensation of directors.

Part 2 MEETINGS AND ACTION OF THE BOARD.

• 14-2-820. Meetings.
• 14-2-821. Action without meeting.
• 14-2-822. Notice of meeting.
• 14-2-823. Waiver of notice.
• 14-2-824. Quorum and voting.
• 14-2-825. Committees.

Part 3 STANDARDS OF CONDUCT.

• 14-2-830. General standards for directors; presumption of good faith and ordinary care.
• 14-2-831. Derivative actions against directors and officers.
• 14-2-832. Liability for unlawful distributions.

Part 4 OFFICERS.

• 14-2-840. Officers.
• 14-2-841. Functions of officers.
• 14-2-842. Standards of conduct for officers; presumption of good faith and ordinary care.
• 14-2-843. Resignation and removal of officers.
• 14-2-844. Contract rights of officers.

Part 5 INDEMNIFICATION.

• 14-2-850. Definitions.
• 14-2-851. Authority to indemnify.
• 14-2-852. Mandatory indemnification.
• 14-2-853. Advance for expenses.
• 14-2-854. Court ordered indemnification and advances for expenses.
• 14-2-855. Determination and authorization of indemnification.
• 14-2-856. Shareholder approved indemnification.
• 14-2-857. Indemnification of officers, employees, and agents.
• 14-2-858. Insurance.
• 14-2-859. Application of part.

Part 6 CONFLICTING INTEREST TRANSACTIONS.

• 14-2-860. Definitions.
• 14-2-861. Judicial action.
• 14-2-862. Directors' action.
• 14-2-863. Shareholders' action.
• 14-2-864. Definitions; officer's conflicting interest transactions.

Part 7 DISCLAIMER OF BUSINESS OPPORTUNITIES.

• 14-2-870. Procedures for disclaimer of business opportunities.

Article 9 Close Corporations.

Part 1 CREATION.

• 14-2-901. Application of Business Corporation Code and Professional Corporation Act.
• 14-2-902. Definition and election of statutory close corporation status.

Part 2 SHARES.

• 14-2-910. Notice of statutory close corporation status on issued shares.
• 14-2-911. Share transfer prohibition.
• 14-2-912. Share transfer after first refusal by corporation.
• 14-2-913. Attempted share transfer in breach of prohibition.
• 14-2-914. Compulsory purchase of shares after death of shareholder.
• 14-2-915. Exercise of compulsory purchase right.
• 14-2-916. Court action to compel purchase.
• 14-2-917. Court costs and other expenses.

Part 3 GOVERNANCE.

• 14-2-920. Shareholder agreements.
• 14-2-921. Special terms and powers of directors.
• 14-2-922. Elimination of board of directors.
• 14-2-923. Bylaws.
• 14-2-924. Annual meeting.
• 14-2-925. Execution of documents in more than one capacity.
• 14-2-926. Limited liability.

Part 4 REORGANIZATION AND TERMINATION.

• 14-2-930. Merger, share exchange, and sale of assets.
• 14-2-931. Termination of statutory close corporation status.
• 14-2-932. Effect of termination of statutory close corporation status.
• 14-2-933. Shareholder option to dissolve corporation.

Part 5 JUDICIAL SUPERVISION.

• 14-2-940. Court action to protect shareholders.
• 14-2-941. Ordinary relief.
• 14-2-942. Extraordinary relief; share purchase.
• 14-2-943. Extraordinary relief; dissolution.

Part 6 TRANSITION PROVISIONS.

• 14-2-950. Application to existing corporations.

Article 10 Amendment of Articles of Incorporation and Bylaws.

Part 1 AMENDMENT OF ARTICLES OF INCORPORATION.

• 14-2-1001. Authority to amend.
• 14-2-1002. Amendment by board of directors.
• 14-2-1003. Amendment by board of directors and shareholders.
• 14-2-1004. Voting on amendments by voting groups.
• 14-2-1005. Amendment before issuance of shares.
• 14-2-1006. Articles of amendment.
• 14-2-1006.1. Publication of notice of change of name.
• 14-2-1007. Restated articles of incorporation.
• 14-2-1008. Amendment pursuant to reorganization [Repealed].
• 14-2-1009. Effect of amendment.

Part 2 AMENDMENT OF BYLAWS.

• 14-2-1020. Amendment by board of directors or shareholders.
• 14-2-1021. Bylaw increasing quorum or voting requirement for shareholders.
• 14-2-1022. Bylaw increasing quorum or voting requirement for directors.

Article 11 Merger and Share Exchange.

Part 1 MERGER AND SHARE EXCHANGE.

• 14-2-1101. Merger.
• 14-2-1102. Share exchange.
• 14-2-1103. Action on plan.
• 14-2-1104. Merger with subsidiary.
• 14-2-1105. Articles or certificate of merger or share exchange.
• 14-2-1105.1. Publication of notice of merger or share exchange.
• 14-2-1106. Effect of merger or share exchange.
• 14-2-1107. Merger or share exchange with foreign corporation.
• 14-2-1108. Merger or share exchange with corporations chartered by Secretary of State under other provisions.
• 14-2-1109. Merger with other entities.
• 14-2-1109.1. Conversion to limited liability company or limited partnership.
• 14-2-1109.2. Election to become corporation.
• 14-2-1109.3. Conversion to foreign limited liability company, foreign limited partnership, or foreign corporation; requirements.

Part 2 FAIR PRICE REQUIREMENTS.

• 14-2-1110. Definitions.
• 14-2-1111. Additional business combination approval.
• 14-2-1112. "Interested shareholder" defined; exception to vote requirement of Code Section 14-2-1111.
• 14-2-1113. Requirements inapplicable unless specifically in corporate bylaw; repeal of bylaw; applicability of Code Section 14-2-1111.

Part 3 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.

• 14-2-1131. Definitions.
• 14-2-1132. Business combinations with interested stockholders.
• 14-2-1133. Inapplicability of requirements of this article unless specifically provided by corporate bylaw; repeal of bylaw; adoption of other provisions.

Article 12 Sale of Assets.

• 14-2-1201. Sale and mortgage of assets not requiring shareholder approval.
• 14-2-1202. Sale of assets requiring shareholder approval.

Article 13 Dissenters' Rights.

Part 1 RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES.

• 14-2-1301. Definitions.
• 14-2-1302. Right to dissent.
• 14-2-1303. Dissent by nominees and beneficial owners.

Part 2 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.

• 14-2-1320. Notice of dissenters' rights.
• 14-2-1321. Notice of intent to demand payment.
• 14-2-1322. Dissenters' notice.
• 14-2-1323. Duty to demand payment.
• 14-2-1324. Share restrictions.
• 14-2-1325. Offer of payment.
• 14-2-1326. Failure to take action.
• 14-2-1327. Procedure if shareholder dissatisfied with payment or offer.

Part 3 JUDICIAL APPRAISAL OF SHARES.

• 14-2-1330. Court action.
• 14-2-1331. Court costs and counsel fees.
• 14-2-1332. Limitation of actions.

Article 14 Dissolution.

Part 1 VOLUNTARY DISSOLUTION.

• 14-2-1401. Dissolution by incorporators or initial directors.
• 14-2-1402. Dissolution by board of directors and shareholders.
• 14-2-1403. Notice of intent to dissolve.
• 14-2-1403.1. Publication of notice of intent to dissolve.
• 14-2-1404. Revocation of dissolution proceedings.
• 14-2-1405. Effect of notice of intent to dissolve.
• 14-2-1406. Known claims against corporation in dissolution.
• 14-2-1407. Unknown claims against corporation in dissolution.
• 14-2-1408. Articles of dissolution.
• 14-2-1409. Revival of corporation after dissolution by expiration of period of duration.
• 14-2-1410. Preservation of remedies of dissolved corporations.

Part 2 ADMINISTRATIVE DISSOLUTION.

• 14-2-1420. Grounds for administrative dissolution.
• 14-2-1421. Procedure for and effect of administrative dissolution.
• 14-2-1422. Reinstatement following administrative dissolution.
• 14-2-1423. Appeal from denial of reinstatement.

Part 3 JUDICIAL DISSOLUTION.

• 14-2-1430. Grounds for judicial dissolution.
• 14-2-1431. Procedure for judicial dissolution.
• 14-2-1432. Receivership or custodianship.
• 14-2-1433. Decree of dissolution.

Part 4 MISCELLANEOUS.

• 14-2-1440. Deposit of assets with Office of the State Treasurer.

Article 15 Foreign Corporations.

Part 1 CERTIFICATE OF AUTHORITY.

• 14-2-1501. Authority to transact business required.
• 14-2-1502. Consequences of transacting business without authority.
• 14-2-1503. Application for certificate of authority.
• 14-2-1504. Amended certificate of authority; conversion of foreign corporation into foreign limited liability company or foreign limited partnership.
• 14-2-1505. Effect of certificate of authority.
• 14-2-1506. Corporate name of foreign corporation.
• 14-2-1507. Registered office and registered agent of foreign corporation.
• 14-2-1508. Change of registered office or registered agent of foreign corporation.
• 14-2-1509. Resignation of registered agent of foreign corporation.
• 14-2-1510. Service on foreign corporation.

Part 2 WITHDRAWAL.

• 14-2-1520. Withdrawal of foreign corporation.

Part 3 REVOCATION OF CERTIFICATE OF AUTHORITY.

• 14-2-1530. Grounds for revocation.
• 14-2-1531. Procedure for and effect of revocation.
• 14-2-1532. Appeal from revocation.

Part 4 DOMESTICATION.

• 14-2-1540. Application of chapter to foreign corporations domesticated under prior law.

Article 16 Records and Reports.

Part 1 RECORDS.

• 14-2-1601. Corporate records.
• 14-2-1602. Inspection of records by shareholders.
• 14-2-1603. Scope of inspection right.
• 14-2-1604. Court-ordered inspection.

Part 2 REPORTS.

• 14-2-1620. Financial statements for shareholders.
• 14-2-1621. Other reports to shareholders.
• 14-2-1622. Annual registration for Secretary of State.

Article 17 Transition Provisions.

• 14-2-1701. Application of chapter.
• 14-2-1702. Application to qualified foreign corporations.
• 14-2-1703. Saving 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.

• 14-3-101. Short title.
• 14-3-102. Reservation of power of General Assembly.

Part 2 DOCUMENTS.

• 14-3-120. Filing of documents.
• 14-3-120.1. Valid period for annual registration.
• 14-3-121. Forms.
• 14-3-122. Filing fees.
• 14-3-123. Effective time and date of document.
• 14-3-124. Correcting filed document.
• 14-3-125. Duty of Secretary of State to file documents; effect of filing or refusing to do so.
• 14-3-126. Appeal from Secretary of State's refusal to file document.
• 14-3-127. Evidence of filing.
• 14-3-128. Certificate of existence or authorization.
• 14-3-129. Penalty for signing false document.

Part 3 SECRETARY OF STATE.

• 14-3-130. Powers of Secretary of State.

Part 4 DEFINITIONS; NOTICE.

• 14-3-140. Definitions.
• 14-3-141. Notice.

Part 5 COURT-ORDERED MEETINGS.

• 14-3-160. Authority of court to order meetings; notice; validity of meeting or vote.

Part 6 POWERS OF ATTORNEY GENERAL.

• 14-3-170. Powers of Attorney General over unlawful assignment of corporate assets; dissolution of corporation; investigative and subpoena powers.

Part 7 RELIGIOUS CORPORATIONS DOCTRINE.

• 14-3-180. Construction of chapter when religious doctrine inconsistent.

Article 2 Incorporation.

• 14-3-201. Who may incorporate.
• 14-3-202. Articles of incorporation.
• 14-3-202.1. Publication of notice of intent to file articles of incorporation.
• 14-3-203. Effect of filing articles of incorporation.
• 14-3-204. Liability for preincorporation transactions.
• 14-3-205. Organizational meeting.
• 14-3-206. Bylaws.
• 14-3-207. Emergency bylaws.

Article 3 Purposes and Powers.

• 14-3-301. Purposes of corporation.
• 14-3-302. Duration and powers of corporation.
• 14-3-303. Emergency powers.
• 14-3-304. Ultra vires.
• 14-3-305. Nonprofit defined; rights; director's role; reporting.

Article 4 Corporate Name.

• 14-3-401. Corporate name.
• 14-3-402. Reservation of corporate name.
• 14-3-403. Registered name of foreign corporation [Repealed].

Article 5 Registered Office and Registered Agent.

Part 1 GENERAL PROVISIONS.

• 14-3-501. Registered office and registered agent.
• 14-3-502. Change of registered office or registered agent.
• 14-3-503. Resignation of registered agent.
• 14-3-504. Service of process on corporation.

Part 2 VENUE.

• 14-3-510. Venue - Applicable laws; where corporation deemed to reside; corporations with principal office under prior law.

Article 6 Membership.

Part 1 GENERAL PROVISIONS.

• 14-3-601. Authority to establish criteria or procedures for membership.
• 14-3-602. Consideration for membership in corporation.
• 14-3-603. Membership not required.

Part 2 RIGHTS AND LIABILITIES OF MEMBERS.

• 14-3-610. Voting rights.
• 14-3-611. Limitation on members' liability.
• 14-3-612. Liability for dues, assessments, or fees.
• 14-3-613. Remedies of creditors of corporation against members.

Part 3 TERMINATION OF MEMBERSHIP.

• 14-3-620. Resignation by member and effect thereof.
• 14-3-621. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees.

Part 4 DELEGATES.

• 14-3-630. Authority to provide for delegates.

Article 7 Meetings.

Part 1 GENERAL PROVISIONS.

• 14-3-701. Annual meeting.
• 14-3-702. Special meetings.
• 14-3-703. Court-ordered meetings.
• 14-3-704. Approval of action without meeting.
• 14-3-705. Notice of meeting.
• 14-3-706. Waiver of notice.
• 14-3-707. Record date.
• 14-3-708. Action taken without meeting.

Part 2 VOTING.

• 14-3-720. Membership list for meeting.
• 14-3-721. Number of votes to which member entitled; effect of membership in names of two or more persons.
• 14-3-722. Quorum.
• 14-3-723. Majority of votes constitutes act of membership.
• 14-3-724. Proxies.
• 14-3-725. Voting requirements for election of directors; cumulative voting.
• 14-3-726. Election of directors by category.
• 14-3-727. Validity of signature on proxy.

Part 3 VOTING AGREEMENTS.

• 14-3-730. Agreements among members.

Part 4 DERIVATIVE PROCEEDINGS.

• 14-3-740. Definitions.
• 14-3-741. Standing.
• 14-3-742. Demand for suitable action by corporation required.
• 14-3-743. Stay of proceeding.
• 14-3-744. Dismissal of proceeding.
• 14-3-745. Discontinuance or settlement of proceeding prohibited without court approval.
• 14-3-746. Payment of expenses of proceeding.
• 14-3-747. Applicability to foreign corporations.

Article 8 Directors and Officers.

Part 1 BOARD OF DIRECTORS.

• 14-3-801. Requirement for and duties of board of directors.
• 14-3-802. Qualifications of directors.
• 14-3-803. Number of directors.
• 14-3-804. Election of directors.
• 14-3-805. Terms of directors.
• 14-3-806. Staggered terms for directors.
• 14-3-807. Resignation of directors.
• 14-3-808. Removal of directors.
• 14-3-809. Procedure for removing directors.
• 14-3-810. Removal of director by court.
• 14-3-811. Vacancies.
• 14-3-812. Compensation of directors.
• 14-3-813. Appointment of provisional director in case of deadlock.

Part 2 MEETINGS AND ACTION OF THE BOARD.

• 14-3-820. Meetings of directors.
• 14-3-821. Action taken without meeting.
• 14-3-822. Notice.
• 14-3-823. Waiver of notice.
• 14-3-824. Quorum; when director deemed to assent to action.
• 14-3-825. Committees.

Part 3 STANDARDS OF CONDUCT.

• 14-3-830. Standards of conduct for directors.
• 14-3-831. Liability for unlawful distribution.

Part 4 OFFICERS.

• 14-3-840. Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents.
• 14-3-841. Duties of officers.
• 14-3-842. Standards of conduct for officers.
• 14-3-843. Resignation and removal of officers.
• 14-3-844. Contract rights of officers.
• 14-3-845. Authority of officer to sign documents; validity of document.
• 14-3-846. Effect of corporate seal on document.

Part 5 INDEMNIFICATION.

• 14-3-850. Definitions.
• 14-3-851. Authority to indemnify director involved in legal proceeding.
• 14-3-852. Indemnification for reasonable expenses of successful defense.
• 14-3-853. Advance or reimbursement of litigation expenses.
• 14-3-854. Court ordered indemnification and payment of expenses.
• 14-3-855. Determination of right and authorization for payment of indemnification required.
• 14-3-856. Indemnification of officers, employees, and agents.
• 14-3-857. Insurance.
• 14-3-858. Applicability of indemnification provisions.

Part 6 CONFLICTING INTEREST TRANSACTIONS.

• 14-3-860. Definitions.
• 14-3-861. Transactions not subject to being enjoined, set aside, or other sanctions.
• 14-3-862. Directors' action after disclosure of conflict or abstention by interested director.
• 14-3-863. Members' action following disclosure of conflict.
• 14-3-864. Effect of court approval of transaction.
• 14-3-865. Voidability of conflicting interest transaction.

Article 9 Reserved.

Article 10 Amendment of Articles of Incorporation and Bylaws.

Part 1 AMENDMENT OF ARTICLES OF INCORPORATION.

• 14-3-1001. Authority of corporation to amend.
• 14-3-1002. Amendment where corporation has no members or members not entitled to vote.
• 14-3-1003. Amendment where vote of members required.
• 14-3-1004. Voting on amendments by classes of members.
• 14-3-1005. Articles of amendment.
• 14-3-1005.1. Notice of intent to change corporate name.
• 14-3-1006. Restated articles of incorporation.
• 14-3-1007. Amendment of articles pursuant to court order.
• 14-3-1008. Effect of amendment on existing cause of action.

Part 2 AMENDMENT OF BYLAWS.

• 14-3-1020. Amendment where corporation has no members or members not entitled to vote.
• 14-3-1021. Amendment where vote of members required.
• 14-3-1022. Voting by classes of members.

Part 3 APPROVAL OF AMENDMENTS.

• 14-3-1030. When approval by specified person required.

Part 4 AMENDMENT TO OPERATE FOR PROFIT.

• 14-3-1040. Authority to amend articles to operate as for profit corporation.
• 14-3-1041. Procedure for amendment.
• 14-3-1042. Applicability of Business Corporation Code.

Article 11 Merger.

• 14-3-1101. Plan of merger.
• 14-3-1102. Merger without court approval; notice to Attorney General; receipt or retention by member of anything resulting from merger.
• 14-3-1103. Approval of plan of merger by members or directors; abandonment of plan.
• 14-3-1104. Articles of merger; publication of notice of merger.
• 14-3-1104.1. Required filing of notice of merger.
• 14-3-1105. Effect of merger.
• 14-3-1106. Merger with foreign corporation.
• 14-3-1107. Effect of merger on bequest, devise, or other transfer of property.
• 14-3-1108. Definitions; merger with foreign corporations; requirements.

Article 11A Domestication of Foreign Corporations.

• 14-3-1120. Procedure for domestication of foreign corporation; filing certificate of conversion and articles of incorporation.
• 14-3-1121. Certificates of conversion; implementation.

Article 12 Sale, Encumbrance, or Other Disposition of Assets.

• 14-3-1201. Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets.
• 14-3-1202. Sale or other disposition of assets other than in usual course of activities.

Article 13 Distributions.

• 14-3-1301. Distributions prohibited.
• 14-3-1302. Exceptions to prohibition against distributions.

Article 14 Dissolution.

Part 1 VOLUNTARY DISSOLUTION.

• 14-3-1401. Dissolution by incorporators or initial directors.
• 14-3-1402. Proposal of dissolution and approval thereof.
• 14-3-1403. Plan of dissolution.
• 14-3-1404. Notice of intent to dissolve.
• 14-3-1404.1. Publication of notice of intent to dissolve.
• 14-3-1405. Revocation of dissolution proceedings.
• 14-3-1406. Effect of notice of intent to dissolve.
• 14-3-1407. Disposition of known claims against corporation.
• 14-3-1408. Request for presentation of claims; enforcement of claims; when claims barred.
• 14-3-1409. Articles of dissolution.
• 14-3-1409.1. Claims pending prior to dissolution of a corporation.
• 14-3-1410. Revival of corporation after dissolution by expiration of period of duration.

Part 2 ADMINISTRATIVE DISSOLUTION.

• 14-3-1420. Grounds for administrative dissolution.
• 14-3-1421. Procedure for and effect of administrative dissolution.
• 14-3-1422. Reinstatement following administrative dissolution.
• 14-3-1423. Appeal from denial of reinstatement.

Part 3 JUDICIAL DISSOLUTION.

• 14-3-1430. Grounds for judicial dissolution.
• 14-3-1431. Procedure for judicial dissolution.
• 14-3-1432. Authority to appoint receiver or custodian; powers and duties of receiver or custodian.
• 14-3-1433. Decree of dissolution.

Part 4 ASSETS OF DISSOLVED CORPORATION.

• 14-3-1440. Deposit of assets with Office of the State Treasurer.

Article 15 Foreign Corporations.

Part 1 CERTIFICATE OF AUTHORITY.

• 14-3-1501. Certificate of authority to transact business required.
• 14-3-1502. Transacting business without certificate of authority.
• 14-3-1503. Application for certificate of authority.
• 14-3-1504. When amended certificate of authority required.
• 14-3-1505. Effect of certificate of authority.
• 14-3-1506. Corporate name of foreign corporation.
• 14-3-1507. Registered office and registered agent of foreign corporation.
• 14-3-1508. Change of registered office or registered agent of foreign corporation.
• 14-3-1509. Resignation of registered agent of foreign corporation.
• 14-3-1510. Service of process on foreign corporation.

Part 2 CERTIFICATE OF WITHDRAWAL.

• 14-3-1520. Withdrawal of foreign corporation from state.

Part 3 REVOCATION OF CERTIFICATE OF AUTHORITY.

• 14-3-1530. Grounds for revocation.
• 14-3-1531. Procedure for and effect of revocation.
• 14-3-1532. Appeal from revocation.

Part 4 DOMESTICATION UNDER PRIOR LAW.

• 14-3-1540. Applicability of chapter to foreign corporations domesticated under prior law.

Article 16 Records and Reports.

Part 1 RECORDS.

• 14-3-1601. Required corporate records.
• 14-3-1602. Members' right to copy and inspect records.
• 14-3-1603. Scope of inspection right.
• 14-3-1604. Court-ordered inspection.
• 14-3-1605. Use of membership list.

Part 2 REPORTS.

• 14-3-1620. Furnishing financial statements to members.
• 14-3-1621. Report to members of indemnification or advance of expenses.
• 14-3-1622. Annual registration of corporation.

Article 17 Applicability.

• 14-3-1701. Corporations as to which chapter applicable and as to which not applicable; corporations existing on July 1, 1991; foreign and interstate commerce.
• 14-3-1702. Applicability to qualified foreign corporations.
• 14-3-1703. Saving provisions.

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.

• 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.

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

Article 1 General Provisions.

• 14-5-1. Intention.
• 14-5-2. By whom powers granted.
• 14-5-3. Right of state to withdraw franchise when charter granted since January 1, 1863.
• 14-5-4. Corporate existence not subject to collateral attack by person dealing with corporation.
• 14-5-5. Personal use or borrowing of corporate property by officer or director [Repealed].
• 14-5-6. Contributions to influence official action prohibited; penalty.
• 14-5-7. Execution of instruments conveying interest in real property or releasing security agreement.
• 14-5-8. Joint tenancy of shares and securities.
• 14-5-9. Jurisdiction and service of summons in garnishment proceedings.
• 14-5-10. Derivative actions [Repealed].
• 14-5-11. Applicability of Chapters 2 and 3 to corporations chartered by General Assembly; filing of annual registration with Secretary of State.
• 14-5-11.1. Valid period for annual registration.

Article 2 Corporation Commissioner.

• 14-5-20. Secretary of State as corporation commissioner.
• 14-5-21. Fees; report; refunds.
• 14-5-22. Condition of acceptance of documents.
• 14-5-23. Rules and regulations.

Article 3 Corporations Organized for Religious, Fraternal, or Educational Purposes.

• 14-5-40. Applicability of Chapter 3 of title.
• 14-5-41. Validity of contracts and deposits; enforcement.
• 14-5-42. Authority to act as trustee of charitable trust.
• 14-5-43. Church represented by majority; effect of withdrawal of part of congregation.
• 14-5-44. Church edifice liable to sale for debt.
• 14-5-45. Interference by courts with management of church.
• 14-5-46. Conveyances to churches or religious societies confirmed.
• 14-5-47. Authority of churches or religious societies over trustees holding land for their use.
• 14-5-48. Vacancies in administration of land trusts for use of churches and religious societies; certificate of appointment.
• 14-5-49. Applicability of Code Sections 14-5-46 through 14-5-48 to other societies.
• 14-5-50. Corporate rights generally.
• 14-5-51. Powers of eleemosynary and religious corporations extended.

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

• 14-7-1. Short title.
• 14-7-2. Definitions.
• 14-7-3. Election to practice as professional corporation; application.
• 14-7-4. Professional services.
• 14-7-5. Stock.
• 14-7-6. Name.
• 14-7-7. Standards of practice; standards applicable to professional relationship and legal liabilities.

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

• 14-8-1. Short title.
• 14-8-2. Definitions.
• 14-8-3. "Knowledge" and "notice" defined.
• 14-8-4. Construction with other laws.
• 14-8-5. Governing laws in absence of specific provision in this chapter.
• 14-8-6. "Partnership" defined.
• 14-8-7. Determination of existence of partnership.
• 14-8-8. Determination of ownership of property.
• 14-8-9. Agency of partners for partnership.
• 14-8-10. Conveyance of real property by partners.
• 14-8-10.1. Statement of partnership generally.
• 14-8-11. Representation of partnership affairs by partner.
• 14-8-12. Notice to or knowledge of the partnership.
• 14-8-13. Liability of partnership for acts of partners.
• 14-8-14. Recovery from partnership for loss caused by wrongful act of partner.
• 14-8-15. Liability of partners.
• 14-8-15.1. Power to sue or be sued.
• 14-8-16. Liability of person representing himself as a partner.
• 14-8-17. Liability of incoming partner.
• 14-8-18. Rights and duties of partners.
• 14-8-19. Partnership books.
• 14-8-20. Responsibility of partners to reveal true information to representative of deceased partner.
• 14-8-21. Benefits derived by a partner without the consent of other partners.
• 14-8-22. Right to formal accounting of partnership affairs.
• 14-8-23. Continuation of partnership after time of termination.
• 14-8-24. Property rights of partner.
• 14-8-25. Incidents of tenancy in partnership.
• 14-8-26. Interest of partner in partnership.
• 14-8-27. Conveyance of partnership interest; dissolution of partnership.
• 14-8-28. Judgment creditor of a partner against debtor partner's interest in partnership.
• 14-8-29. Cessation of partners' association in carrying on partnership after dissolution.
• 14-8-30. Continuation of dissolved partnership during wind-up of partnership's affairs.
• 14-8-31. Causation of dissolution.
• 14-8-32. Dissolution of partnership by court decree.
• 14-8-33. Limitation of authority of partner to act for dissolved partnership.
• 14-8-34. Liability of partners to copartners for actions following dissolution of partnership.
• 14-8-35. Actions which can bind a dissolved partnership; liability of partners.
• 14-8-36. Effect of dissolution of partnership on existing liability of partners.
• 14-8-37. Rights of partners in winding up partnership affairs.
• 14-8-38. Application of partnership property to satisfy obligations upon rightful dissolution; rights of partners following wrongful dissolution.
• 14-8-38.1. Vesting of property of dissolved partnership in partnership continuing business.
• 14-8-38.2. Vesting of property of dissolved partnership prior to July 1, 1989.
• 14-8-39. Rescission of partnership agreement following fraud or misrepresentation.
• 14-8-40. Settlement of accounts between partners after dissolution.
• 14-8-41. Relations with creditors following withdrawal, expulsion, or death of existing partners or assignment of partnership rights to third parties.
• 14-8-42. Continuation of business after withdrawal or death of a partner.
• 14-8-43. Rights of partners to accounting of interest in partnership upon dissolution.
• 14-8-44. Law governing foreign limited liability partnership.
• 14-8-45. Certificate of authority requirement for foreign limited liability partnerships; contents of application for certificate; activities not constituting transacting business in state.
• 14-8-46. Registered office and registered agent required for foreign limited liability partnership; Secretary of State as agent for service of process; venue.
• 14-8-47. Issuance of certificate of authority to foreign limited liability partnership.
• 14-8-48. Name of foreign limited liability partnership.
• 14-8-49. Change of name of foreign limited liability partnership.
• 14-8-50. Withdrawal of foreign limited liability partnership from state.
• 14-8-51. Grounds for revocation of certificate of authority of foreign limited liability partnership.
• 14-8-52. Procedure for revocation of certificate of authority of foreign limited liability partnership.
• 14-8-53. Appeal from revocation of certificate of authority by foreign limited liability partnership.
• 14-8-54. Transaction of business without certificate of authority by foreign limited liability partnership.
• 14-8-55. Action to restrain foreign limited liability partnership from transacting business in state.
• 14-8-56. Annual registration of foreign limited liability partnership.
• 14-8-56.1. Valid period for annual registration.
• 14-8-57. Filing fees pertaining to foreign limited liability partnerships.
• 14-8-58. Administrative power of Secretary of State pertaining to foreign limited liability partnership laws.
• 14-8-59. Rules and regulations pertaining to foreign limited liability partnerships.
• 14-8-60. Effect of Secretary of State's filing of documents pertaining to foreign limited liability partnerships.
• 14-8-61. Effective date of laws governing foreign limited liability partnership.
• 14-8-62. Limited liability partnership election; recording; fees; contents; procedures and effect; cancellation; dissolution of partnership; amendment of certificate to comply with name requirements.
• 14-8-63. Name of limited liability partnership.
• 14-8-64. Recognition of limited liability partnership outside state; internal affairs of partnerships governed by state law.

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

Article 1 General Provisions.

• 14-9-100. Short title.
• 14-9-101. Definitions.
• 14-9-102. Partnership name.
• 14-9-103. Reservation of name.
• 14-9-104. Registered office and agents.
• 14-9-105. Records to be kept.
• 14-9-106. Authorized activity; acquisition or conveyance of interest in real property.
• 14-9-107. Business transactions of partner with partnership.
• 14-9-108. Indemnification of partners or other persons; expansion, restriction, or elimination of partner's duties and liabilities in partnership agreement.
• 14-9-109. Evidence of filing.

Article 2 Formation, Amendment, Cancellation, Merger.

• 14-9-201. Certificate of limited partnership.
• 14-9-202. Amendment of certificate.
• 14-9-203. Certificate of cancellation.
• 14-9-204. Execution of certificates.
• 14-9-205. Execution by judicial act.
• 14-9-206. Filing with Secretary of State.
• 14-9-206.1. Merger.
• 14-9-206.2. Conversion to limited partnership.
• 14-9-206.3. Articles of correction; effective date.
• 14-9-206.4. [Reserved].
• 14-9-206.5. Annual registration.
• 14-9-206.6. Failure to file annual registration [Repealed].
• 14-9-206.7. Failure to file under chapter for three consecutive years.
• 14-9-206.8. Conversion to foreign limited liability company, foreign limited partnership, or foreign corporation, requirement.
• 14-9-206.9. Valid period for annual registration.

Article 3 Limited Partners.

• 14-9-301. Admission of limited partners.
• 14-9-302. Voting rights; additional rights, powers, and duties.
• 14-9-303. Liability.
• 14-9-304. Person erroneously believing himself limited partner.
• 14-9-305. Inspection of partnership records; information.

Article 4 General Partners.

• 14-9-401. Admission of additional general partners.
• 14-9-402. [Reserved].
• 14-9-403. Rights, powers, and liabilities generally.
• 14-9-404. Rights, powers, and liabilities of general partner who is also limited partner.
• 14-9-405. Voting rights; additional rights, powers, and duties.

Article 5 Finance.

• 14-9-501. Form of contribution.
• 14-9-502. Promise to contribute; liability for contribution.
• 14-9-503. Allocations among partners.

Article 6 Distributions and Withdrawal.

• 14-9-601. Interim distributions; redemption of interest of partner.
• 14-9-602. Withdrawal of general partner.
• 14-9-603. Withdrawal of limited partner.
• 14-9-604. Distribution upon withdrawal.
• 14-9-605. Form of distribution.
• 14-9-606. Right to distribution.

Article 7 Partnership Interests.

• 14-9-701. Nature of partnership interest.
• 14-9-702. Assignment of partnership interest.
• 14-9-703. Rights of creditor.
• 14-9-704. Right of assignee to become limited partner.
• 14-9-705. Power of legal representative of deceased or incompetent partner.

Article 8 Dissolution.

• 14-9-801. Events triggering dissolution.
• 14-9-802. Judicial dissolution.
• 14-9-803. Winding up.
• 14-9-804. Distribution of assets.
• 14-9-805. Execution of deeds or other transfer instruments.

Article 9 Foreign Limited Partnerships.

• 14-9-901. Laws governing.
• 14-9-902. Certificate of authority; activities not constituting transacting business.
• 14-9-902.1. Registered agent; office.
• 14-9-903. Issuance of certificate.
• 14-9-904. Name.
• 14-9-905. Change of name or state of organization; foreign limited partnership converting to foreign limited liability company or foreign corporation.
• 14-9-906. Certificate of withdrawal.
• 14-9-907. Transaction of business without registering.
• 14-9-908. Action by Attorney General.

Article 10 Derivative Actions.

• 14-9-1001. Right of limited partner to bring action.
• 14-9-1002. Requirements for plaintiff.
• 14-9-1003. Complaint.
• 14-9-1004. Expenses.

Article 11 Administration.

• 14-9-1101. Fees.
• 14-9-1102. Administrative powers of Secretary of State.
• 14-9-1103. Rules and regulations.
• 14-9-1104. Duty of Secretary of State to file documents.

Article 12 Applicability.

• 14-9-1201. Partnerships covered by chapter.
• 14-9-1202. Effect on partnerships existing prior to July 1, 1988.
• 14-9-1203. Nonrenewable one-year name reservation for partnerships existing prior to July 1, 1988.
• 14-9-1204. Applicability of Uniform Partnership Act.

Article 1 Limited Partnerships Formed Since February 15, 1952.

Part 1 GENERAL PROVISIONS.

• 14-9A-1. Short title.
• 14-9A-2. Limited partnership defined.
• 14-9A-2.1. Applicability of article.
• 14-9A-3. Construction of article.
• 14-9A-4. Rules for cases not provided for by article.
• 14-9A-5. Effect of article on existing partnerships.

Part 2 FORMATION, CANCELLATION, AND AMENDMENT.

• 14-9A-20. Formation.
• 14-9A-21. Business which may be carried on; power to acquire property.
• 14-9A-22. Use of surname of limited partner in partnership name; liability of limited partner if surname improperly used.
• 14-9A-23. Admission of additional limited partners.
• 14-9A-24. One person both general and limited partner.
• 14-9A-25. When certificate of limited partnership required to be canceled.
• 14-9A-26. Procedure for amendment or cancellation of certificate of limited partnership.
• 14-9A-27. Liability for false statement in certificate.

Part 3 LIMITED PARTNERS.

• 14-9A-40. Character of limited partner's contribution.
• 14-9A-41. Limited partner not liable to creditors.
• 14-9A-42. Rights.
• 14-9A-43. Person erroneously believing himself limited partner not liable as general partner.
• 14-9A-44. Loans and other business transactions between limited partner and partnership; limitation on resulting claims against partnership.
• 14-9A-45. Priority among limited partners.
• 14-9A-46. Compensation.
• 14-9A-47. Withdrawal or reduction of contribution.
• 14-9A-48. Liability of limited partner to partnership.
• 14-9A-49. Nature of limited partner's interest.
• 14-9A-50. Assignment of limited partner's interest.
• 14-9A-51. Effect of death of limited partner.
• 14-9A-52. Rights of judgment creditor of limited partner.

Part 4 GENERAL PARTNERS.

• 14-9A-70. Rights, powers, and liabilities of general partner.

Part 5 CONTRIBUTORS.

• 14-9A-80. Party to proceedings.

Part 6 DISSOLUTION.

• 14-9A-90. Effect of retirement, death, or insanity of general partner.
• 14-9A-91. Settling of accounts.

Article 2 Limited Partnerships Formed Prior to February 15, 1952.

• 14-9A-110. Applicability of article; renewal of existing partnerships restricted.
• 14-9A-111. Who may form limited partnership; purposes; liability of general and special partners.
• 14-9A-112. Firm name.
• 14-9A-113. Certificate of limited partnership - Contents.
• 14-9A-114. Certificate of limited partnership - Acknowledgment.
• 14-9A-115. Certificate of limited partnership - Filing.
• 14-9A-116. Affidavits of capital paid in.
• 14-9A-117. Certified copies admissible in evidence [Repealed].
• 14-9A-118. Certificate and affidavit prerequisite to formation; effect of false statement.
• 14-9A-119. Publication of terms of partnership; affidavits of publication as evidence.
• 14-9A-120. Renewal or continuance of partnership.
• 14-9A-121. Dissolution - Effect of changes in firm name, capital, or death of partner.
• 14-9A-122. Dissolution - By acts of partners; notice required.
• 14-9A-123. Powers of general and special partners.
• 14-9A-124. Repayment of contribution of special partner prohibited; payment of interest and profits to special partner.
• 14-9A-125. Priority of special partners.
• 14-9A-126. Parties to actions.
• 14-9A-127. Liability of general partners for management of firm.
• 14-9A-128. Liability of partners for fraud.
• 14-9A-129. Fraudulent sale, assignment, or transfer of property void.
• 14-9A-130. Penalty for fraud.

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

• 14-10-1. Short title.
• 14-10-2. Definitions.
• 14-10-3. Persons entitled to form association; purpose; limitation to one type of professional service.
• 14-10-4. Formation.
• 14-10-5. Business other than rendering professional service prohibited; investments and ownership of property.
• 14-10-6. Professional services to be rendered only by licensed officers, employees, and agents; "employee" defined.
• 14-10-7. Relationship between person rendering and person receiving professional service; liability of members for debts of or claims against association.
• 14-10-8. Management.
• 14-10-9. Continuity of existence independent of status or acts of members.
• 14-10-10. Ownership.
• 14-10-11. Severance of connection with association required upon legal disqualification of member to render professional service; effect of failure to comply.
• 14-10-12. Valuation of membership or shares of deceased, retired, expelled, or disqualified member or shareholder.
• 14-10-13. Annual report; fee; penalty for failure to furnish report [Repealed].
• 14-10-14. Limitation on sale or transfer of membership or shares.
• 14-10-15. Distribution of assets following dissolution.
• 14-10-16. Powers generally; assets not liable to attachment for debts of members or shareholders.
• 14-10-17. Actions by or against associations.
• 14-10-18. Applicability of corporation laws; inapplicability of partnership laws.

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

Article 1 General Provisions.

• 14-11-100. Short title.
• 14-11-101. Definitions.
• 14-11-102. Evidence of filing.

Article 2 Formation.

• 14-11-201. Purpose.
• 14-11-202. Powers.
• 14-11-203. Formation.
• 14-11-204. Articles of organization.
• 14-11-205. Execution of documents.
• 14-11-206. Filing by the Secretary of State.
• 14-11-207. Name.
• 14-11-208. Reservation of name; transfer of reserved name.
• 14-11-209. Registered office and registered agent.
• 14-11-210. Amendment of articles of organization; restatement.
• 14-11-211. Correcting filed document.
• 14-11-212. Conversion to limited liability company.

Article 3 Agency; Management; Duties; Liability.

• 14-11-301. Agency of members and managers.
• 14-11-302. Limitations on authority to convey real property.
• 14-11-303. Liability to third parties.
• 14-11-304. Management.
• 14-11-305. Duties.
• 14-11-306. Indemnification.
• 14-11-307. Conflicting interest transactions.
• 14-11-308. Approval rights of members and managers.
• 14-11-309. Action without meeting.
• 14-11-310. Meetings.
• 14-11-311. Notice.
• 14-11-312. Waiver of notice.
• 14-11-313. Records and information.
• 14-11-314. Professional relationships.

Article 4 Finance.

• 14-11-401. Contributions to capital.
• 14-11-402. Liability for contribution.
• 14-11-403. Allocation of profits and losses.
• 14-11-404. Distributions.
• 14-11-405. Distributions upon event of dissociation.
• 14-11-406. Distributions in kind.
• 14-11-407. Restrictions on making distributions.
• 14-11-408. Liability upon wrongful distribution.
• 14-11-409. Right to distribution.

Article 5 Limited Liability Company Interests; Admission of Members.

• 14-11-501. Nature of limited liability company interest.
• 14-11-502. Assignment of limited liability company interest.
• 14-11-503. Rights of assignee to become member.
• 14-11-504. Rights of judgment creditor.
• 14-11-505. Admission of members.
• 14-11-506. Powers of estate of a deceased or incompetent member.

Article 6 Events of Dissociation, Withdrawal, and Dissolution.

• 14-11-601. Events of dissociation.
• 14-11-601.1. Events resulting in cessation of membership.
• 14-11-602. Dissolution.
• 14-11-603. Judicial and administrative dissolution; reservation of name.
• 14-11-604. Winding up.
• 14-11-605. Distribution of assets.
• 14-11-606. Statement of commencement of winding up.
• 14-11-607. Known claims against dissolved limited liability company.
• 14-11-608. Unknown claims against dissolved limited liability company.
• 14-11-609. Manner of publication of request for claims.
• 14-11-610. Certificate of termination.
• 14-11-611. Execution of deeds or other instruments by signing.

Article 7 Foreign Limited Liability Companies.

• 14-11-701. Law applicable to foreign limited liability companies.
• 14-11-702. Requirement for certificate of authority; application; activities not considered transacting business in this state.
• 14-11-703. Registered office and registered agent; requirement and qualifications; change of office or agent; resignation of agent; service on Secretary of State; venue.
• 14-11-704. Issuance of certificate of authority.
• 14-11-705. Name.
• 14-11-706. Amended certificate required for change of name or jurisdiction of organization; foreign limited liability company converting to foreign limited partnership or foreign corporation.
• 14-11-707. Certificate of withdrawal; application; service after withdrawal.
• 14-11-708. Revocation of certificate; grounds.
• 14-11-709. Revocation of certificate; notice to company; issuance and effect of certificate of revocation; service after revocation.
• 14-11-710. Appeal of revocation of certificate.
• 14-11-711. Failure of company to procure certificate; effect; penalty.
• 14-11-712. Action to restrain company in violation of chapter.

Article 8 Derivative Actions.

• 14-11-801. Right of member to bring derivative action.
• 14-11-802. Complaint.
• 14-11-803. Stay of proceedings.
• 14-11-804. Discontinuance or settlement.
• 14-11-805. Dismissal.
• 14-11-806. Expenses.
• 14-11-807. Applicability to foreign limited liability companies.

Article 9 Merger.

• 14-11-901. Merger.
• 14-11-902. Plan of merger.
• 14-11-903. Approval of merger.
• 14-11-904. Articles of merger.
• 14-11-905. Effects of merger.
• 14-11-906. Election by a limited liability company to become a foreign limited liability company, a foreign limited partnership, or a foreign corporation; certificate of authority; requirements.

Article 10 Dissenters' Rights.

• 14-11-1001. Definitions.
• 14-11-1002. Right to dissent.
• 14-11-1003. Notice of dissenters' rights.
• 14-11-1004. Notice of intent to demand payment.
• 14-11-1005. Dissenters' notice.
• 14-11-1006. Duty to demand payment.
• 14-11-1007. Membership interest restrictions.
• 14-11-1008. Offer of payment.
• 14-11-1009. Failure to take action.
• 14-11-1010. Procedure if member dissatisfied with payment or offer.
• 14-11-1011. Court action.
• 14-11-1012. Court costs and counsel fees.
• 14-11-1013. Limitation of actions.

Article 11 Miscellaneous.

• 14-11-1101. Filing fees and penalties.
• 14-11-1102. Execution by judicial act.
• 14-11-1103. Annual registration.
• 14-11-1103.1. Valid period for annual registration.
• 14-11-1104. Taxation.
• 14-11-1105. Administrative powers of Secretary of State.
• 14-11-1106. Rules and regulations.
• 14-11-1107. Laws governing chapter; limited liability companies.
• 14-11-1108. Service of process; venue.
• 14-11-1109. Effective date; repealer.