O.C.G.A. § 14-9-601 — GA Code / Title 14 / Chapter 9 / Section 14-9-601
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-601
Status: in_force

(a) A partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof only to the extent and at the times or upon occurrence of the events specified in the partnership agreement.

(a) A partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof only to the extent and at the times or upon occurrence of the events specified in the partnership agreement.

(b) A limited partnership may redeem all or a portion of the interest of any limited or general partner in accordance with the partnership agreement or as agreed among all of the persons who are partners at the time of redemption.

(b) A limited partnership may redeem all or a portion of the interest of any limited or general partner in accordance with the partnership agreement or as agreed among all of the persons who are partners at the time of redemption.
O.C.G.A. § 14-4-65 — GA Code / Title 14 / Chapter 4 / Section 14-4-65
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-65
Status: in_force

No corporation or association shall declare any dividend or distribute any money among its members as profits when such dividend or money is not declared or distributed from the actual legitimate net earnings and in any manner increases its debts. Should the president, directors, or other agent of any corporation declare a dividend or dividends in violation of the above provisions they shall be subject to an action for double the amount of damages that any person or persons may sustain in consequence of the declaring of such dividend or dividends.
O.C.G.A. § 14-2-1622 — GA Code / Title 14 / Chapter 2 / Section 14-2-1622
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1622
Status: in_force

(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address and county of its registered office and the name of its registered agent at that office in this state; (3) The mailing address of its principal office; and (4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:

(1) The name of the corporation and the state or country under whose law it is incorporated;

(1) The name of the corporation and the state or country under whose law it is incorporated;

(2) The street address and county of its registered office and the name of its registered agent at that office in this state;

(2) The street address and county of its registered office and the name of its registered agent at that office in this state;

(3) The mailing address of its principal office; and

(3) The mailing address of its principal office; and

(4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

(4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

(b) Information in the annual registration must be current as of the date the annual registration is executed on behalf of the corporation.

(b) Information in the annual registration must be current as of the date the annual registration is executed on behalf of the corporation.

(c) The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.

(c) The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.

(d) The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing. However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.

(d) The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing. However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.

(e) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.

(e) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
O.C.G.A. § 14-2-925 — GA Code / Title 14 / Chapter 2 / Section 14-2-925
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-925
Status: in_force

Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.
O.C.G.A. § 14-3-1510 — GA Code / Title 14 / Chapter 3 / Section 14-3-1510
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1510
Status: in_force

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of any process, notice, or demand required or permitted by law to be served on the foreign corporation.

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of any process, notice, or demand required or permitted by law to be served on the foreign corporation.

(b) If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration. Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.

(b) If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration.

Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.

(c) Service is perfected under subsection (b) of this Code section at the earliest of: (1) The date the foreign corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(c) Service is perfected under subsection (b) of this Code section at the earliest of:

(1) The date the foreign corporation receives the mail;

(1) The date the foreign corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or

(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(d) This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.

(d) This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.

(e) For service in a proceeding to enforce any obligation of a domestic corporation party to a merger, see subsection (b) of Code Section 14-3-1106 .

(e) For service in a proceeding to enforce any obligation of a domestic corporation party to a merger, see subsection (b) of Code Section 14-3-1106 .
O.C.G.A. § 14-8-22 — GA Code / Title 14 / Chapter 8 / Section 14-8-22
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-22
Status: in_force

In addition to the remedies or methods of dispute resolution provided for in the partnership agreement, any partner shall have the right to a formal accounting as to partnership affairs:

(1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners;

(1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners;

(2) If the right exists under the terms of any agreement;

(2) If the right exists under the terms of any agreement;

(3) If the right exists under Code Section 14-8-21 ; or

(3) If the right exists under Code Section 14-8-21 ; or

(4) Whenever other circumstances render it just and reasonable.

(4) Whenever other circumstances render it just and reasonable.
O.C.G.A. § 14-2-1406 — GA Code / Title 14 / Chapter 2 / Section 14-2-1406
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1406
Status: in_force

(a) A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section.

(a) A corporation that has filed a notice of intent to dissolve may dispose of the known claims against it by following the procedure described in this Code section.

(b) The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim; (4) State that the claim will be barred if not received by the deadline; and (5) State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.

(b) The corporation in dissolution shall notify its known claimants in writing of the dissolution proceedings at any time after the filing of the notice of intent to dissolve. The written notice must:

(1) Describe information that must be included in a claim;

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim;

(3) State the deadline, which may not be less than six months from the effective date of the written notice, by which the dissolved corporation must receive the claim;

(4) State that the claim will be barred if not received by the deadline; and

(4) State that the claim will be barred if not received by the deadline; and

(5) State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.

(5) State that the corporation will give notice of acceptance or rejection of all claims that are received in timely fashion within six months of the deadline for receipt of claims.

(c) A claim against a corporation in dissolution is barred: (1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.

(c) A claim against a corporation in dissolution is barred:

(1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or

(1) If a claimant who was given written notice under subsection (b) of this Code section does not deliver the claim to the dissolved corporation by the deadline; or

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within one year from the effective date of the rejection notice.

(d) For purposes of this Code section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.

(d) For purposes of this Code section, the term “claim” does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.
O.C.G.A. § 14-3-1409 — GA Code / Title 14 / Chapter 3 / Section 14-3-1409
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1409
Status: in_force

(a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked, and for charitable corporations after providing the Attorney General 30 days' notice in accordance with subsection (c) of Code Section 14-3-1403 , when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked; (3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor; (4) A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440 ; (5) A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action; and (6) A statement that, if required, it notified the Attorney General of its intent to dissolve and has given the Attorney General time to respond in accordance with subsection (c) of Code Section 14-3-1403 .

(a) If a notice of intent to dissolve under Code Section 14-3-1404 has not been revoked, and for charitable corporations after providing the Attorney General 30 days' notice in accordance with subsection (c) of Code Section 14-3-1403 , when all known debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision made therefor, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked;

(2) The date on which a notice of intent to dissolve was filed and a statement that it has not been revoked;

(3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor;

(3) A statement that all known debts, liabilities, and obligations of the corporation have been paid and discharged, or that adequate provision has been made therefor;

(4) A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440 ;

(4) A statement that all remaining property and assets of the corporation have been distributed in accordance with the plan of dissolution, or that such property and assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-3-1440 ;

(5) A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action; and

(5) A statement that there are no actions pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending action; and

(6) A statement that, if required, it notified the Attorney General of its intent to dissolve and has given the Attorney General time to respond in accordance with subsection (c) of Code Section 14-3-1403 .

(6) A statement that, if required, it notified the Attorney General of its intent to dissolve and has given the Attorney General time to respond in accordance with subsection (c) of Code Section 14-3-1403 .

(b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the members, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name.

(b) Upon filing of articles of dissolution the corporation shall cease to exist, except for the purpose of actions or other proceedings, which may be brought against the corporation by service upon any of its last executive officers named in its last annual registration, and except for such actions as the members, directors, and officers take to protect any remedy, right, or claim on behalf of the corporation, or to defend, compromise, or settle any claim against the corporation, all of which may proceed in the corporate name.

(c) Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described.

(c) Deeds or other transfer instruments requiring execution after the dissolution of a corporation may be signed by any two of the last officers or directors of the corporation and shall operate to convey the interest of the corporation in the real estate or other property described.
O.C.G.A. § 14-9a-48 — GA Code / Title 14 / Chapter 9A / Section 14-9a-48
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-48
Status: in_force

(a) A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and (2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.

(a) A limited partner is liable to the partnership:

(1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and

(1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and

(2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.

(2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.

(b) A limited partner holds as trustee for the partnership: (1) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned; and (2) Money or other property wrongfully paid or conveyed to him on account of his contribution.

(b) A limited partner holds as trustee for the partnership:

(1) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned; and

(1) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned; and

(2) Money or other property wrongfully paid or conveyed to him on account of his contribution.

(2) Money or other property wrongfully paid or conveyed to him on account of his contribution.

(c) The liabilities of a limited partner as set forth in this Code section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.

(c) The liabilities of a limited partner as set forth in this Code section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.

(d) When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.

(d) When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
O.C.G.A. § 14-4-180 — GA Code / Title 14 / Chapter 4 / Section 14-4-180
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-180
Status: in_force

It shall be the duty of all corporations incorporated by the Secretary of State to file with the Secretary of State an annual registration as prescribed by Code Section 14-2-1622 .
O.C.G.A. § 14-3-1006 — GA Code / Title 14 / Chapter 3 / Section 14-3-1006
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1006
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003 , 14-3-1030 , or 14-3-1041 .

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Code Section 14-3-1003 , 14-3-1030 , or 14-3-1041 .

(c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Code Section 14-3-704 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(c) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Code Section 14-3-704 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(d) If the board seeks to have the restatement approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(d) If the board seeks to have the restatement approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy of the restatement that identifies any amendments or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, including or accompanied by a certificate setting forth the following information: (1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; (2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005 ; and (3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041 , a statement that such approval was obtained.

(e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, including or accompanied by a certificate setting forth the following information:

(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement;

(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement;

(2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005 ; and

(2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by Code Section 14-3-1005 ; and

(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041 , a statement that such approval was obtained.

(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Code Sections 14-3-1030 and 14-3-1041 , a statement that such approval was obtained.

(f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including any certificate filed pursuant to subsection (e) of this Code section.

(g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including any certificate filed pursuant to subsection (e) of this Code section.
O.C.G.A. § 14-2-121 — GA Code / Title 14 / Chapter 2 / Section 14-2-121
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-121
Status: in_force

The Secretary of State may prescribe and furnish on request forms for:

(1) An application for a certificate of existence;

(1) An application for a certificate of existence;

(2) A foreign corporation's application for a certificate of authority to transact business in this state;

(2) A foreign corporation's application for a certificate of authority to transact business in this state;

(3) A foreign corporation's application for a certificate of withdrawal;

(3) A foreign corporation's application for a certificate of withdrawal;

(4) The annual registration; and

(4) The annual registration; and

(5) Such other forms not in conflict with this chapter as may be prescribed by the Secretary of State.

(5) Such other forms not in conflict with this chapter as may be prescribed by the Secretary of State.
O.C.G.A. § 14-11-901 — GA Code / Title 14 / Chapter 11 / Section 14-11-901
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-901
Status: in_force

(a) Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more business entities with such limited liability company or other business entity as the agreement shall provide being the surviving limited liability company or other business entity.

(a) Pursuant to a written agreement, which, unless otherwise provided therein, will constitute the plan of merger required by Code Section 14-11-902 if it contains the provisions required by that Code section, a limited liability company may merge with or into one or more business entities with such limited liability company or other business entity as the agreement shall provide being the surviving limited liability company or other business entity.

(b) In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if: (1) The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger; (2) The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and (3) Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903 , and, if it is the surviving entity, with Code Section 14-11-904 .

(b) In the case of a merger involving a foreign limited liability company, foreign limited partnership, or foreign corporation, the merger may take place if:

(1) The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger;

(1) The merger is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger;

(2) The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and

(2) The foreign constituent entity complies with Code Section 14-11-904 if it is the surviving entity of the merger; and

(3) Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903 , and, if it is the surviving entity, with Code Section 14-11-904 .

(3) Each limited liability company complies with the applicable provisions of this Code section, Code Sections 14-11-902 and 14-11-903 , and, if it is the surviving entity, with Code Section 14-11-904 .
O.C.G.A. § 14-8-40 — GA Code / Title 14 / Chapter 8 / Section 14-8-40
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-40
Status: in_force

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(1) The assets of the partnership are: (A) The partnership property; (B) The contributions of the partners specified in paragraph (4) of this Code section;

(1) The assets of the partnership are:

(A) The partnership property;

(A) The partnership property;

(B) The contributions of the partners specified in paragraph (4) of this Code section;

(B) The contributions of the partners specified in paragraph (4) of this Code section;

(2) The liabilities of the partnership shall rank in order of payment, as follows: (A) Those owing to creditors other than partners; (B) Those owing to partners other than for capital and profits; (C) Those owing to partners in respect of capital; (D) Those owing to partners in respect of profits;

(2) The liabilities of the partnership shall rank in order of payment, as follows:

(A) Those owing to creditors other than partners;

(A) Those owing to creditors other than partners;

(B) Those owing to partners other than for capital and profits;

(B) Those owing to partners other than for capital and profits;

(C) Those owing to partners in respect of capital;

(C) Those owing to partners in respect of capital;

(D) Those owing to partners in respect of profits;

(D) Those owing to partners in respect of profits;

(3) The assets shall be applied in the order of their declaration in paragraph (1) of this Code section to the satisfaction of the liabilities;

(3) The assets shall be applied in the order of their declaration in paragraph (1) of this Code section to the satisfaction of the liabilities;

(4) Except as provided in subsection (b) of Code Section 14-8-15 : (A) The partners shall contribute, as provided by paragraph (1) of Code Section 14-8-18 , the amount necessary to satisfy the liabilities; and (B) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;

(4) Except as provided in subsection (b) of Code Section 14-8-15 :

(A) The partners shall contribute, as provided by paragraph (1) of Code Section 14-8-18 , the amount necessary to satisfy the liabilities; and

(A) The partners shall contribute, as provided by paragraph (1) of Code Section 14-8-18 , the amount necessary to satisfy the liabilities; and

(B) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;

(B) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;

(5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (4) of this Code section;

(5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (4) of this Code section;

(6) Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph (4) of this Code section, to the extent of the amount which he has paid in excess of his share of the liability;

(6) Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph (4) of this Code section, to the extent of the amount which he has paid in excess of his share of the liability;

(7) The individual property of a deceased partner shall be liable for the contributions specified in paragraph (4) of this Code section;

(7) The individual property of a deceased partner shall be liable for the contributions specified in paragraph (4) of this Code section;

(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, subject to the rights of lien or secured creditors;

(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, subject to the rights of lien or secured creditors;

(9) Where a partner has become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order: (A) Those owing to separate creditors; (B) Those owing to partnership creditors; (C) Those owing to partners by way of contribution.

(9) Where a partner has become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order:

(A) Those owing to separate creditors;

(A) Those owing to separate creditors;

(B) Those owing to partnership creditors;

(B) Those owing to partnership creditors;

(C) Those owing to partners by way of contribution.

(C) Those owing to partners by way of contribution.
O.C.G.A. § 14-5-51 — GA Code / Title 14 / Chapter 5 / Section 14-5-51
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-51
Status: in_force

Any eleemosynary or religious corporation created in this state prior to April 1, 1969, or thereafter chartered is by virtue of its existence authorized, in addition to the propagation of the gospel, to:

(1) Conduct schools for the training of youth;

(1) Conduct schools for the training of youth;

(2) Own and operate for itself or for others printing plants and publishing houses and any desired methods or means for the dissemination of news and information;

(2) Own and operate for itself or for others printing plants and publishing houses and any desired methods or means for the dissemination of news and information;

(3) Own and operate hospitals, nursing homes, and any and all kinds of institutions for the alleviation of pain and suffering;

(3) Own and operate hospitals, nursing homes, and any and all kinds of institutions for the alleviation of pain and suffering;

(4) Own and operate for itself or others orphan asylums, old people's homes, and any and all institutions for the care of the needy and dependent;

(4) Own and operate for itself or others orphan asylums, old people's homes, and any and all institutions for the care of the needy and dependent;

(5) Conduct and carry into effect any plan for the care, maintenance, and support of its workers and employees who may have become disabled, been retired, or otherwise made eligible for the benefits of said plan and, in connection therewith, to conduct a plan for the establishment and payment of annuities; and

(5) Conduct and carry into effect any plan for the care, maintenance, and support of its workers and employees who may have become disabled, been retired, or otherwise made eligible for the benefits of said plan and, in connection therewith, to conduct a plan for the establishment and payment of annuities; and

(6) Do anything and everything necessary and proper for the accomplishment of the objects enumerated in this Code section and, in general, to carry on any lawful business necessary or incident to the attainment of these objects.

(6) Do anything and everything necessary and proper for the accomplishment of the objects enumerated in this Code section and, in general, to carry on any lawful business necessary or incident to the attainment of these objects.
O.C.G.A. § 14-9-905 — GA Code / Title 14 / Chapter 9 / Section 14-9-905
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-905
Status: in_force

(a) A foreign limited partnership authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes its name or its state of organization. The requirements of Code Sections 14-9-902 and 14-9-903 for obtaining an original certificate of authority shall apply to obtaining an amended certificate under this Code section.

(a) A foreign limited partnership authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes its name or its state of organization. The requirements of Code Sections 14-9-902 and 14-9-903 for obtaining an original certificate of authority shall apply to obtaining an amended certificate under this Code section.

(b) If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company: (1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly.

(b) If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company:

(1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and

(1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and

(2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

(2) If such notice is timely given:

(A) The authorization of such entity to transact business in this state shall continue without interruption; and

(A) The authorization of such entity to transact business in this state shall continue without interruption; and

(B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

(B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

The Secretary of State shall adjust its records accordingly.

(c) If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation: (1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly.

(c) If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation:

(1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and

(1) The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and

(2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion.

(2) If such notice is timely given:

(A) The authorization of such entity to transact business in this state shall continue without interruption; and

(A) The authorization of such entity to transact business in this state shall continue without interruption; and

(B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion.

(B) The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion.

The Secretary of State shall adjust its records accordingly.
O.C.G.A. § 14-8-34 — GA Code / Title 14 / Chapter 8 / Section 14-8-34
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-34
Status: in_force

Subject to contrary agreement of the partners, each partner is liable to his or her copartners for his or her share of any liability created by any partner acting for the partnership after dissolution as if the partnership had not been dissolved; provided, however, that a partner shall not be liable to the partner acting for the partnership after dissolution where:

(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;

(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;

(2) The dissolution being by the death of a partner, the partner acting for the partnership had knowledge or notice of the death;

(2) The dissolution being by the death of a partner, the partner acting for the partnership had knowledge or notice of the death;

(3) The dissolution is not by the act or death of a partner; or

(3) The dissolution is not by the act or death of a partner; or

(4) The liability is for a debt or obligation for which the partner is not liable as provided in subsection (b) of Code Section 14-8-15 .

(4) The liability is for a debt or obligation for which the partner is not liable as provided in subsection (b) of Code Section 14-8-15 .
O.C.G.A. § 14-2-932 — GA Code / Title 14 / Chapter 2 / Section 14-2-932
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-932
Status: in_force

(a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of this title, known as the “Georgia Professional Corporation Act,” to all provisions of that chapter.

(a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of this title, known as the “Georgia Professional Corporation Act,” to all provisions of that chapter.

(b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement, the bylaws, or the articles of incorporation unless this article, this chapter, or another law of this state invalidates the right.

(b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement, the bylaws, or the articles of incorporation unless this article, this chapter, or another law of this state invalidates the right.
O.C.G.A. § 14-3-1003 — GA Code / Title 14 / Chapter 3 / Section 14-3-1003
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1003
Status: in_force

If the articles or bylaws require a vote of the members:

(1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action: (A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (B) To delete the names and addresses of the initial directors; (C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State; (D) To change the corporate name; or (E) To make any other change expressly permitted by this chapter to be made without member action;

(1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more of the following amendments to the corporation's articles without member action:

(A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(A) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(B) To delete the names and addresses of the initial directors;

(B) To delete the names and addresses of the initial directors;

(C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;

(C) To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;

(D) To change the corporate name; or

(D) To change the corporate name; or

(E) To make any other change expressly permitted by this chapter to be made without member action;

(E) To make any other change expressly permitted by this chapter to be made without member action;

(2) If there are members required to vote thereon, to adopt an amendment to a corporation's articles: (A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment; (B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing;

(2) If there are members required to vote thereon, to adopt an amendment to a corporation's articles:

(A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment;

(A) The board of directors must recommend the amendment to the members unless the board of directors elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with the amendment;

(B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(B) Unless this chapter, the articles, the bylaws, the members (acting pursuant to paragraph (3) of this Code section), or the board of directors (acting pursuant to paragraph (4) of this Code section) require a greater vote or voting by class, the members entitled to vote on the amendment must approve the amendment by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing;

(C) Any person or persons whose approval is required by a provision of the articles or bylaws authorized by Code Section 14-3-1030 or 14-3-1041 must approve the amendment in writing;

(3) The members may condition the amendment's adoption on any basis;

(3) The members may condition the amendment's adoption on any basis;

(4) The board may condition its submission of the proposed amendment on any basis;

(4) The board may condition its submission of the proposed amendment on any basis;

(5) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-704 . The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment; and

(5) The corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Code Section 14-3-704 . The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment; and

(6) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

(6) If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
O.C.G.A. § 14-9a-22 — GA Code / Title 14 / Chapter 9A / Section 14-9a-22
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-22
Status: in_force

(a) The surname of a limited partner shall not appear in the partnership name, unless: (1) It is also the surname of a general partner; or (2) Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.

(a) The surname of a limited partner shall not appear in the partnership name, unless:

(1) It is also the surname of a general partner; or

(1) It is also the surname of a general partner; or

(2) Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.

(2) Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.

(b) A limited partner whose name appears in a partnership name contrary to subsection (a) of this Code section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.

(b) A limited partner whose name appears in a partnership name contrary to subsection (a) of this Code section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.
O.C.G.A. § 14-11-405 — GA Code / Title 14 / Chapter 11 / Section 14-11-405
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-405
Status: in_force

(a) Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407 , a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) of subsection (b) of Code Section 14-11-601 ) is entitled to receive, within a reasonable time after the occurrence of the event, the fair value of the member's interest in the limited liability company as of the date of such occurrence, but only if such event does not result in dissolution of the limited liability company.

(a) Effective for limited liability companies formed prior to July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, and subject to Code Section 14-11-407 , a member with respect to which an event of dissociation occurs (other than one of the events specified in paragraphs (1), (2), and (4) of subsection (b) of Code Section 14-11-601 ) is entitled to receive, within a reasonable time after the occurrence of the event, the fair value of the member's interest in the limited liability company as of the date of such occurrence, but only if such event does not result in dissolution of the limited liability company.

(b) Effective for limited liability companies formed on or after July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, a member with respect to which an event of dissociation occurs under Code Section 14-11-601.1 is not entitled to receive any payment by reason of such event and will become an assignee as to such limited liability company interest.

(b) Effective for limited liability companies formed on or after July 1, 1999, except as otherwise provided in the articles of organization or a written operating agreement, a member with respect to which an event of dissociation occurs under Code Section 14-11-601.1 is not entitled to receive any payment by reason of such event and will become an assignee as to such limited liability company interest.
O.C.G.A. § 14-2-802 — GA Code / Title 14 / Chapter 2 / Section 14-2-802
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-802
Status: in_force

Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor shareholders of the corporation unless the articles of incorporation so require. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
O.C.G.A. § 14-3-1702 — GA Code / Title 14 / Chapter 3 / Section 14-3-1702
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1702
Status: in_force

A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter. A foreign corporation that is authorized to transact business or conduct affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.
O.C.G.A. § 14-8-12 — GA Code / Title 14 / Chapter 8 / Section 14-8-12
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-12
Status: in_force

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
O.C.G.A. § 14-2-504 — GA Code / Title 14 / Chapter 2 / Section 14-2-504
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-504
Status: in_force

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

(b) If a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the corporation; or (3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(b) If a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:

(1) The date the corporation receives the mail;

(1) The date the corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation.

(c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation.
O.C.G.A. § 14-9a-1 — GA Code / Title 14 / Chapter 9A / Section 14-9a-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-1
Status: in_force

This article shall be known and may be cited as the “Uniform Limited Partnership Act.”
O.C.G.A. § 14-2-503 — GA Code / Title 14 / Chapter 2 / Section 14-2-503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-503
Status: in_force

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(b) On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed.

(b) On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.
O.C.G.A. § 14-3-706 — GA Code / Title 14 / Chapter 3 / Section 14-3-706
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-706
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting to vote, or to take any other action. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date.

(a) The bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a members' meeting, to demand a special meeting to vote, or to take any other action. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date.

(b) A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of members.

(b) A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of members.

(c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(c) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
O.C.G.A. § 14-8-24 — GA Code / Title 14 / Chapter 8 / Section 14-8-24
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-24
Status: in_force

The property rights of a partner are:

(1) His rights in specific partnership property;

(1) His rights in specific partnership property;

(2) His interest in the partnership; and

(2) His interest in the partnership; and

(3) His right to participate in the management.

(3) His right to participate in the management.
O.C.G.A. § 14-9-1003 — GA Code / Title 14 / Chapter 9 / Section 14-9-1003
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1003
Status: in_force

In a derivative action, the complaint must set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort.
O.C.G.A. § 14-3-701 — GA Code / Title 14 / Chapter 3 / Section 14-3-701
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-701
Status: in_force

(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws.

(a) A membership corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws.

(b) A membership corporation may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws.

(b) A membership corporation may hold regular meetings of members at the times stated in or fixed in accordance with the bylaws.

(c)(1) Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place. (2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication as authorized and provided for in Code Section 14-3-709 .

(c)(1) Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place.

(c)(1) Except as provided for in paragraph (2) of this subsection, annual and regular meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office or other suitable place.

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication as authorized and provided for in Code Section 14-3-709 .

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual and regular meeting of the members may be held wholly or partially by means of remote communication as authorized and provided for in Code Section 14-3-709 .

(d) At the annual meeting: (1) The chief executive officer and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 .

(d) At the annual meeting:

(1) The chief executive officer and chief financial officer shall report on the activities and financial condition of the corporation; and

(1) The chief executive officer and chief financial officer shall report on the activities and financial condition of the corporation; and

(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 .

(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 .

(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 .

(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of Code Sections 14-3-704 and 14-3-705 .

(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
O.C.G.A. § 14-7-7 — GA Code / Title 14 / Chapter 7 / Section 14-7-7
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-7
Status: in_force

Nothing contained in this chapter shall limit the authority and duty of any regulating board to regulate the several professions including the right to establish and enforce standards of practice, and nothing contained in this chapter shall change the law or existing standards applicable to the relationship between the person furnishing a professional service and the person receiving such service, including, but not by way of limitation, the rules of privileged communication and the contract, tort, and other legal liabilities and professional relationships between such persons.
O.C.G.A. § 14-11-204 — GA Code / Title 14 / Chapter 11 / Section 14-11-204
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-204
Status: in_force

(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207 .

(a) The articles of organization shall set forth the name of the limited liability company, which name must satisfy the requirements of Code Section 14-11-207 .

(b) The articles of organization may set forth: (1) That management of the limited liability company is vested in one or more managers; and (2) Any other provisions not inconsistent with law.

(b) The articles of organization may set forth:

(1) That management of the limited liability company is vested in one or more managers; and

(1) That management of the limited liability company is vested in one or more managers; and

(2) Any other provisions not inconsistent with law.

(2) Any other provisions not inconsistent with law.
O.C.G.A. § 14-2-104 — GA Code / Title 14 / Chapter 2 / Section 14-2-104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-104
Status: in_force

(a) Any corporation, an order for relief with respect to which has been entered pursuant to the federal Bankruptcy Code ( 11 U.S.C. Section 101, et seq. ), may put into effect and carry out any decrees and orders of the court or judge in such bankruptcy proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Such power and authority may be exercised, and such corporate action may be taken, as may be directed by such decrees and orders, by the trustee or trustees of such corporation appointed or elected in the bankruptcy proceeding, or a majority thereof, or, if none be appointed or elected and acting, by designated officers of the corporation, or by a representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the directors and shareholders of the corporation.

(a) Any corporation, an order for relief with respect to which has been entered pursuant to the federal Bankruptcy Code ( 11 U.S.C. Section 101, et seq. ), may put into effect and carry out any decrees and orders of the court or judge in such bankruptcy proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Such power and authority may be exercised, and such corporate action may be taken, as may be directed by such decrees and orders, by the trustee or trustees of such corporation appointed or elected in the bankruptcy proceeding, or a majority thereof, or, if none be appointed or elected and acting, by designated officers of the corporation, or by a representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the directors and shareholders of the corporation.

(b) Such corporation may, in the manner provided in subsection (a) of this Code section, but without limiting the generality or effect of the foregoing, alter, amend, or repeal its bylaws; constitute or reconstitute and classify or reclassify its board of directors, and name, constitute, or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles of incorporation, and make any change in its shares, or any other amendment, change, or alteration, or provision, authorized by this chapter; be dissolved, transfer all or part of its assets, merge or effect any share exchange in connection with any action taken under this Code section; change the location of its registered office, change its registered agent, and remove or appoint any agent to receive service of process; authorize and fix the terms, manner, and conditions of, the issuance of bonds, debentures, or other obligations, regardless of whether convertible into shares of any class or series, or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class or series; or lease its property and franchises to any corporation, if permitted by law. No shareholder shall have the right to dissent under Article 13 of this chapter with respect to such shareholder's shares in connection with any action taken under this Code section.

(b) Such corporation may, in the manner provided in subsection (a) of this Code section, but without limiting the generality or effect of the foregoing, alter, amend, or repeal its bylaws; constitute or reconstitute and classify or reclassify its board of directors, and name, constitute, or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles of incorporation, and make any change in its shares, or any other amendment, change, or alteration, or provision, authorized by this chapter; be dissolved, transfer all or part of its assets, merge or effect any share exchange in connection with any action taken under this Code section; change the location of its registered office, change its registered agent, and remove or appoint any agent to receive service of process; authorize and fix the terms, manner, and conditions of, the issuance of bonds, debentures, or other obligations, regardless of whether convertible into shares of any class or series, or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class or series; or lease its property and franchises to any corporation, if permitted by law. No shareholder shall have the right to dissent under Article 13 of this chapter with respect to such shareholder's shares in connection with any action taken under this Code section.

(c) Articles or a certificate of any amendment, correction, merger, share exchange, or dissolution, made by such corporation pursuant to this Code section, shall be filed with the Secretary of State in accordance with Code Section 14-2-120 , and, subject to Code Section 14-2-123 and subsection (c) of Code Section 14-2-124 , shall thereupon become effective in accordance with its terms and the provisions thereof. Such articles, certificate, or other instrument shall be made, executed, and acknowledged, as may be directed by such decrees and orders, by the trustee or trustees appointed or elected in the bankruptcy proceeding, or a majority thereof, or, if none be appointed or elected and acting, by the officers of the corporation, or by a representative appointed by the court or judge, and shall certify that provision for the making of such articles, certificate, or instrument is contained in a decree or order of a court or judge having jurisdiction of a proceeding under the federal Bankruptcy Code.

(c) Articles or a certificate of any amendment, correction, merger, share exchange, or dissolution, made by such corporation pursuant to this Code section, shall be filed with the Secretary of State in accordance with Code Section 14-2-120 , and, subject to Code Section 14-2-123 and subsection (c) of Code Section 14-2-124 , shall thereupon become effective in accordance with its terms and the provisions thereof. Such articles, certificate, or other instrument shall be made, executed, and acknowledged, as may be directed by such decrees and orders, by the trustee or trustees appointed or elected in the bankruptcy proceeding, or a majority thereof, or, if none be appointed or elected and acting, by the officers of the corporation, or by a representative appointed by the court or judge, and shall certify that provision for the making of such articles, certificate, or instrument is contained in a decree or order of a court or judge having jurisdiction of a proceeding under the federal Bankruptcy Code.

(d) This Code section shall cease to apply to such corporation upon the entry of a final decree in the bankruptcy proceeding closing the case and discharging the trustee or trustees, if any; provided, however, that the closing of a case and discharge of trustee or trustees, if any, will not affect the validity of any act previously performed pursuant to subsection (a), (b), or (c) of this Code section.

(d) This Code section shall cease to apply to such corporation upon the entry of a final decree in the bankruptcy proceeding closing the case and discharging the trustee or trustees, if any; provided, however, that the closing of a case and discharge of trustee or trustees, if any, will not affect the validity of any act previously performed pursuant to subsection (a), (b), or (c) of this Code section.

(e) On filing any articles, certificate, report, or other paper made or executed pursuant to this Code section, there shall be paid to the Secretary of State for the use of the state the same fees as are payable by corporations not in bankruptcy upon the filing of like articles, certificates, agreements, reports, or other papers.

(e) On filing any articles, certificate, report, or other paper made or executed pursuant to this Code section, there shall be paid to the Secretary of State for the use of the state the same fees as are payable by corporations not in bankruptcy upon the filing of like articles, certificates, agreements, reports, or other papers.
O.C.G.A. § 14-4-44 — GA Code / Title 14 / Chapter 4 / Section 14-4-44
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-44
Status: in_force

Every corporation of the character included in Code Section 14-4-40 having shares with par value, whether issued and outstanding or only authorized, may, at a meeting duly called for the purpose, by the vote of a majority of all its stock entitled to vote or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares of any class thereof into an equal or greater number of shares of the same class without par value or provide for the exchange thereof pro rata for an equal or greater number of shares without par value, provided that all shares in any one class shall be changed or exchanged on the same basis; and provided, further, that the preferences, restrictions, and qualities of the outstanding shares so changed or exchanged shall not be otherwise affected nor the relative voting powers of the different classes of shares be altered.
O.C.G.A. § 14-3-401 — GA Code / Title 14 / Chapter 3 / Section 14-3-401
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-401
Status: reserved

(a) A corporate name: (1) Must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.,” or words or abbreviations of like import in a language other than English; (2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation and by Code Section 14-3-301 ; (3) May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene; and (4) Shall not in any instance exceed 80 characters, including spaces and punctuation.

(a) A corporate name:

(1) Must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.,” or words or abbreviations of like import in a language other than English;

(1) Must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.,” or words or abbreviations of like import in a language other than English;

(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation and by Code Section 14-3-301 ;

(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its articles of incorporation and by Code Section 14-3-301 ;

(3) May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene; and

(3) May not contain anything which, in the reasonable judgment of the Secretary of State, is obscene; and

(4) Shall not in any instance exceed 80 characters, including spaces and punctuation.

(4) Shall not in any instance exceed 80 characters, including spaces and punctuation.

(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name must be distinguishable upon the records of the Secretary of State from: (1) The corporate name of a corporation, whether for profit or not for profit, incorporated or authorized to transact business in this state; (2) A name reserved or registered under this title; (3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) The name of a limited partnership or professional association reserved or filed with the Secretary of State under this title; and (5) The name of a limited liability company formed or authorized to transact business in this state.

(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name must be distinguishable upon the records of the Secretary of State from:

(1) The corporate name of a corporation, whether for profit or not for profit, incorporated or authorized to transact business in this state;

(1) The corporate name of a corporation, whether for profit or not for profit, incorporated or authorized to transact business in this state;

(2) A name reserved or registered under this title;

(2) A name reserved or registered under this title;

(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;

(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;

(4) The name of a limited partnership or professional association reserved or filed with the Secretary of State under this title; and

(4) The name of a limited partnership or professional association reserved or filed with the Secretary of State under this title; and

(5) The name of a limited liability company formed or authorized to transact business in this state.

(5) The name of a limited liability company formed or authorized to transact business in this state.

(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his or her records from one or more of the names described in subsection (b) of this Code section. The Secretary of State shall authorize use of the name applied for if the other corporation consents to the use in writing and files with the Secretary of State articles of amendment to its articles of incorporation changing its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation.

(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his or her records from one or more of the names described in subsection (b) of this Code section. The Secretary of State shall authorize use of the name applied for if the other corporation consents to the use in writing and files with the Secretary of State articles of amendment to its articles of incorporation changing its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation.

(d) A corporation may use the name (including the fictitious name) of another domestic corporation or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and: (1) The proposed user corporation has merged with the other corporation; (2) The proposed user corporation has been formed by reorganization of the other corporation; or (3) The other domestic corporation or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name.

(d) A corporation may use the name (including the fictitious name) of another domestic corporation or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and:

(1) The proposed user corporation has merged with the other corporation;

(1) The proposed user corporation has merged with the other corporation;

(2) The proposed user corporation has been formed by reorganization of the other corporation; or

(2) The proposed user corporation has been formed by reorganization of the other corporation; or

(3) The other domestic corporation or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name.

(3) The other domestic corporation or foreign corporation has taken the steps required by this chapter to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign corporation applying to use its former name.

(e) This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a corporate name does not affect the commercial availability of the name.

(e) This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a corporate name does not affect the commercial availability of the name.
O.C.G.A. § 14-2-1321 — GA Code / Title 14 / Chapter 2 / Section 14-2-1321
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1321
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record shareholder who wishes to assert dissenters' rights: (1) Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated; and (2) Must not vote his shares in favor of the proposed action.

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record shareholder who wishes to assert dissenters' rights:

(1) Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated; and

(1) Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated; and

(2) Must not vote his shares in favor of the proposed action.

(2) Must not vote his shares in favor of the proposed action.

(b) A record shareholder who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his shares under this article.

(b) A record shareholder who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his shares under this article.
O.C.G.A. § 14-9-103 — GA Code / Title 14 / Chapter 9 / Section 14-9-103
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-103
Status: reserved

(a) A person may apply to reserve a name for the purpose of forming a limited partnership by paying the fee specified in Code Section 14-9-1101 . If the Secretary of State finds that the limited partnership name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until the certificate of limited partnership is filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

(a) A person may apply to reserve a name for the purpose of forming a limited partnership by paying the fee specified in Code Section 14-9-1101 . If the Secretary of State finds that the limited partnership name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until the certificate of limited partnership is filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

(b) Upon expiration of a name reservation after 30 days without the filing of a certificate of limited partnership, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.

(b) Upon expiration of a name reservation after 30 days without the filing of a certificate of limited partnership, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.

(c) A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.

(c) A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
O.C.G.A. § 14-2-1621 — GA Code / Title 14 / Chapter 2 / Section 14-2-1621
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1621
Status: in_force

If a corporation indemnifies or advances expenses to a director under Code Section 14-2-851 , 14-2-852 , 14-2-853 , or 14-2-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.
O.C.G.A. § 14-11-1004 — GA Code / Title 14 / Chapter 11 / Section 14-11-1004
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1004
Status: in_force

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, a record member who wishes to assert dissenters' rights: (1) Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and (2) Must not vote his or her membership interest in favor of the proposed action.

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, a record member who wishes to assert dissenters' rights:

(1) Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and

(1) Must deliver to the limited liability company before the vote is taken written notice of his or her intent to demand payment for his or her membership interest if the proposed action is effectuated; and

(2) Must not vote his or her membership interest in favor of the proposed action.

(2) Must not vote his or her membership interest in favor of the proposed action.

(b) A record member who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his or her membership interest under this article.

(b) A record member who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his or her membership interest under this article.
O.C.G.A. § 14-11-212 — GA Code / Title 14 / Chapter 11 / Section 14-11-212
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-212
Status: in_force

(a) A corporation, foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation, or (2) the approval of all of its partners, members or shareholders (or such other approval or compliance as may be sufficient under applicable law or the governing documents of the electing entity to authorize such election) in the case of a foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership.

(a) A corporation, foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation, or (2) the approval of all of its partners, members or shareholders (or such other approval or compliance as may be sufficient under applicable law or the governing documents of the electing entity to authorize such election) in the case of a foreign corporation, foreign limited liability company, limited partnership, foreign limited partnership, general partnership, or foreign general partnership.

(b) Such election is made by delivering a certificate of conversion to the Secretary of State for filing. The certificate shall set forth: (1) The name and jurisdiction of organization of the entity making the election; (2) That the entity elects to become a limited liability company; (3) The effective date, or the effective date and time, of such election if later than the date and time the certificate of conversion is filed; (4) That the election has been approved as required by subsection (a) of this Code section; (5) That filed with the certificate of conversion are articles of organization that are in the form required by Code Section 14-11-204 , that set forth a name for the limited liability company that satisfies the requirements of Code Section 14-11-207 , and that shall be the articles of organization of the limited liability company formed pursuant to such election unless and until modified in accordance with this chapter; and (6) A statement setting forth either (A) the manner and basis for converting the ownership interests in the entity making the election into interests as members of the limited liability company formed pursuant to such election or canceling them, or (B)(i) that a written operating agreement has been entered into among the persons who will be the members of the limited liability company formed pursuant to such election, (ii) that such operating agreement will be effective immediately upon the effectiveness of such election, and (iii) that such operating agreement provides for the manner and basis of such conversion or cancellation.

(b) Such election is made by delivering a certificate of conversion to the Secretary of State for filing. The certificate shall set forth:

(1) The name and jurisdiction of organization of the entity making the election;

(1) The name and jurisdiction of organization of the entity making the election;

(2) That the entity elects to become a limited liability company;

(2) That the entity elects to become a limited liability company;

(3) The effective date, or the effective date and time, of such election if later than the date and time the certificate of conversion is filed;

(3) The effective date, or the effective date and time, of such election if later than the date and time the certificate of conversion is filed;

(4) That the election has been approved as required by subsection (a) of this Code section;

(4) That the election has been approved as required by subsection (a) of this Code section;

(5) That filed with the certificate of conversion are articles of organization that are in the form required by Code Section 14-11-204 , that set forth a name for the limited liability company that satisfies the requirements of Code Section 14-11-207 , and that shall be the articles of organization of the limited liability company formed pursuant to such election unless and until modified in accordance with this chapter; and

(5) That filed with the certificate of conversion are articles of organization that are in the form required by Code Section 14-11-204 , that set forth a name for the limited liability company that satisfies the requirements of Code Section 14-11-207 , and that shall be the articles of organization of the limited liability company formed pursuant to such election unless and until modified in accordance with this chapter; and

(6) A statement setting forth either (A) the manner and basis for converting the ownership interests in the entity making the election into interests as members of the limited liability company formed pursuant to such election or canceling them, or (B)(i) that a written operating agreement has been entered into among the persons who will be the members of the limited liability company formed pursuant to such election, (ii) that such operating agreement will be effective immediately upon the effectiveness of such election, and (iii) that such operating agreement provides for the manner and basis of such conversion or cancellation.

(6) A statement setting forth either (A) the manner and basis for converting the ownership interests in the entity making the election into interests as members of the limited liability company formed pursuant to such election or canceling them, or (B)(i) that a written operating agreement has been entered into among the persons who will be the members of the limited liability company formed pursuant to such election, (ii) that such operating agreement will be effective immediately upon the effectiveness of such election, and (iii) that such operating agreement provides for the manner and basis of such conversion or cancellation.

(c) Upon the election becoming effective: (1) The electing entity shall become a limited liability company formed under this chapter by such election except that the existence of the limited liability company so formed shall be deemed to have commenced on the date the entity making the election commenced its existence in the jurisdiction in which such entity was first created, formed, incorporated, or otherwise came into being; (2) The ownership interests in the entity making the election shall be converted or canceled on the basis stated or referred to in the certificate of conversion in accordance with paragraph (6) of subsection (b) of this Code section; (3) The articles of organization filed with the certificate of conversion shall be the articles of organization of the limited liability company formed pursuant to such election unless and until amended in accordance with this chapter; (4) The governing documents of the entity making the election shall be of no further force or effect; (5) The limited liability company formed by such election shall thereupon and thereafter possess all of the rights, privileges, immunities, franchises, and powers of the entity making the election; all property, real, personal, and mixed, all contract rights, and all debts due to such entity, as well as all other choses in action, and each and every other interest of or belonging to or due to the entity making the election shall be taken and deemed to be vested in the limited liability company formed by such election without further act or deed; and the title to any real estate, or any interest therein, vested in the entity making the election shall not revert or be in any way impaired by reason of such election; and none of such items shall be deemed to have been conveyed, transferred, or assigned by reason of such election for any purpose; and (6) The limited liability company formed by such election shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the entity making the election, and any claim existing or action or proceeding pending by or against such entity may be prosecuted as if such election had not become effective. Neither the rights of creditors nor any liens upon the property of the entity making such election shall be impaired by such election.

(c) Upon the election becoming effective:

(1) The electing entity shall become a limited liability company formed under this chapter by such election except that the existence of the limited liability company so formed shall be deemed to have commenced on the date the entity making the election commenced its existence in the jurisdiction in which such entity was first created, formed, incorporated, or otherwise came into being;

(1) The electing entity shall become a limited liability company formed under this chapter by such election except that the existence of the limited liability company so formed shall be deemed to have commenced on the date the entity making the election commenced its existence in the jurisdiction in which such entity was first created, formed, incorporated, or otherwise came into being;

(2) The ownership interests in the entity making the election shall be converted or canceled on the basis stated or referred to in the certificate of conversion in accordance with paragraph (6) of subsection (b) of this Code section;

(2) The ownership interests in the entity making the election shall be converted or canceled on the basis stated or referred to in the certificate of conversion in accordance with paragraph (6) of subsection (b) of this Code section;

(3) The articles of organization filed with the certificate of conversion shall be the articles of organization of the limited liability company formed pursuant to such election unless and until amended in accordance with this chapter;

(3) The articles of organization filed with the certificate of conversion shall be the articles of organization of the limited liability company formed pursuant to such election unless and until amended in accordance with this chapter;

(4) The governing documents of the entity making the election shall be of no further force or effect;

(4) The governing documents of the entity making the election shall be of no further force or effect;

(5) The limited liability company formed by such election shall thereupon and thereafter possess all of the rights, privileges, immunities, franchises, and powers of the entity making the election; all property, real, personal, and mixed, all contract rights, and all debts due to such entity, as well as all other choses in action, and each and every other interest of or belonging to or due to the entity making the election shall be taken and deemed to be vested in the limited liability company formed by such election without further act or deed; and the title to any real estate, or any interest therein, vested in the entity making the election shall not revert or be in any way impaired by reason of such election; and none of such items shall be deemed to have been conveyed, transferred, or assigned by reason of such election for any purpose; and

(5) The limited liability company formed by such election shall thereupon and thereafter possess all of the rights, privileges, immunities, franchises, and powers of the entity making the election; all property, real, personal, and mixed, all contract rights, and all debts due to such entity, as well as all other choses in action, and each and every other interest of or belonging to or due to the entity making the election shall be taken and deemed to be vested in the limited liability company formed by such election without further act or deed; and the title to any real estate, or any interest therein, vested in the entity making the election shall not revert or be in any way impaired by reason of such election; and none of such items shall be deemed to have been conveyed, transferred, or assigned by reason of such election for any purpose; and

(6) The limited liability company formed by such election shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the entity making the election, and any claim existing or action or proceeding pending by or against such entity may be prosecuted as if such election had not become effective. Neither the rights of creditors nor any liens upon the property of the entity making such election shall be impaired by such election.

(6) The limited liability company formed by such election shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of the entity making the election, and any claim existing or action or proceeding pending by or against such entity may be prosecuted as if such election had not become effective. Neither the rights of creditors nor any liens upon the property of the entity making such election shall be impaired by such election.

(d) A conversion pursuant to this Code section shall not be deemed to constitute a dissolution of the entity making the election and shall constitute a continuation of the existence of the entity making the election in the form of a limited liability company. A limited liability company formed by an election pursuant to this Code section shall for all purposes be deemed to be the same entity as the entity making such election.

(d) A conversion pursuant to this Code section shall not be deemed to constitute a dissolution of the entity making the election and shall constitute a continuation of the existence of the entity making the election in the form of a limited liability company. A limited liability company formed by an election pursuant to this Code section shall for all purposes be deemed to be the same entity as the entity making such election.

(e) A limited liability company formed by an election pursuant to this Code section may file a copy of such certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited liability company is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the entity electing to become a limited liability company indexed as the grantor and the limited liability company indexed as the grantee. No real estate transfer tax under Code Section 48-6-1 shall be due with respect to recordation of such election.

(e) A limited liability company formed by an election pursuant to this Code section may file a copy of such certificate of conversion, certified by the Secretary of State, in the office of the clerk of the superior court of the county where any real property owned by such limited liability company is located and record such certified copy of the certificate of conversion in the books kept by such clerk for recordation of deeds in such county with the entity electing to become a limited liability company indexed as the grantor and the limited liability company indexed as the grantee. No real estate transfer tax under Code Section 48-6-1 shall be due with respect to recordation of such election.
O.C.G.A. § 14-3-203 — GA Code / Title 14 / Chapter 3 / Section 14-3-203
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-203
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve the corporation.

(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve the corporation.
O.C.G.A. § 14-11-902 — GA Code / Title 14 / Chapter 11 / Section 14-11-902
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-902
Status: in_force

(a) Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903 .

(a) Each constituent business entity shall adopt a written plan of merger, which shall be approved in accordance with Code Section 14-11-903 .

(b) The plan of merger must set forth: (1) The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting the interests of the members of each limited liability company and the shares or other interests in each other business entity that is a constituent entity in the merger into interests, shares, obligations, or other securities, as the case may be, of the surviving or any other business entity or, in whole or in part, into cash or other property.

(b) The plan of merger must set forth:

(1) The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge;

(1) The name of each limited liability company and each other business entity that is a constituent entity planning to merge and the name of the surviving business entity into which each other constituent entity proposes to merge;

(2) The terms and conditions of the merger; and

(2) The terms and conditions of the merger; and

(3) The manner and basis of converting the interests of the members of each limited liability company and the shares or other interests in each other business entity that is a constituent entity in the merger into interests, shares, obligations, or other securities, as the case may be, of the surviving or any other business entity or, in whole or in part, into cash or other property.

(3) The manner and basis of converting the interests of the members of each limited liability company and the shares or other interests in each other business entity that is a constituent entity in the merger into interests, shares, obligations, or other securities, as the case may be, of the surviving or any other business entity or, in whole or in part, into cash or other property.

(c) The plan of merger may set forth: (1) Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and (2) Other provisions relating to the merger.

(c) The plan of merger may set forth:

(1) Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and

(1) Amendments to the articles of organization of a limited liability company that is the surviving entity in the merger; and

(2) Other provisions relating to the merger.

(2) Other provisions relating to the merger.
O.C.G.A. § 14-9-206-7 — GA Code / Title 14 / Chapter 9 / Section 14-9-206-7
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-206.7
Status: in_force

A limited partnership, domestic or foreign, which fails for three consecutive years to meet any filing requirement of this chapter may be placed on an inactive filing status in the automated data base of the Secretary of State and its name shall become available for reservation pursuant to Code Section 14-9-103 . Such inactive status shall not affect any limitation on personal liability of a limited partner as provided by this chapter.
O.C.G.A. § 14-2-1301 — GA Code / Title 14 / Chapter 2 / Section 14-2-1301
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1301
Status: in_force

As used in this article, the term:

(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(1) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(2) “Corporate action” means the transaction or other action by the corporation that creates dissenters' rights under Code Section 14-2-1302 .

(2) “Corporate action” means the transaction or other action by the corporation that creates dissenters' rights under Code Section 14-2-1302 .

(3) “Corporation” means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(3) “Corporation” means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(4) “Dissenter” means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the manner required by Code Sections 14-2-1320 through 14-2-1327 .

(4) “Dissenter” means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the manner required by Code Sections 14-2-1320 through 14-2-1327 .

(5) “Fair value,” with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.

(5) “Fair value,” with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.

(6) “Interest” means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.

(6) “Interest” means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.

(7) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(7) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(8) “Shareholder” means the record shareholder or the beneficial shareholder.

(8) “Shareholder” means the record shareholder or the beneficial shareholder.
O.C.G.A. § 14-11-311 — GA Code / Title 14 / Chapter 11 / Section 14-11-311
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-311
Status: in_force

Except as otherwise provided in the articles of organization or a written operating agreement:

(1) Notice shall be in writing unless oral notice is reasonable under the circumstances;

(1) Notice shall be in writing unless oral notice is reasonable under the circumstances;

(2) Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication;

(2) Notice may be communicated in person; by telephone, electronic transmission, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication;

(3) Written notice to a person that is required by this title to maintain a registered agent and a registered office in this state may be, but is not required to be, addressed to its registered agent at its registered office;

(3) Written notice to a person that is required by this title to maintain a registered agent and a registered office in this state may be, but is not required to be, addressed to its registered agent at its registered office;

(4) Written notice, if in a comprehensible form, is effective at the earliest of the following: (A) When received, or when delivered, properly addressed, as permitted by paragraph (2) of this Code section or to the addressee's last known principal place of business or residence; (B) Five days, or such other period as shall be provided in the articles of organization or a written operating agreement, after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to a member or manager at the address shown in the limited liability company's current record of members or managers; or (C) On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(4) Written notice, if in a comprehensible form, is effective at the earliest of the following:

(A) When received, or when delivered, properly addressed, as permitted by paragraph (2) of this Code section or to the addressee's last known principal place of business or residence;

(A) When received, or when delivered, properly addressed, as permitted by paragraph (2) of this Code section or to the addressee's last known principal place of business or residence;

(B) Five days, or such other period as shall be provided in the articles of organization or a written operating agreement, after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to a member or manager at the address shown in the limited liability company's current record of members or managers; or

(B) Five days, or such other period as shall be provided in the articles of organization or a written operating agreement, after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed to a member or manager at the address shown in the limited liability company's current record of members or managers; or

(C) On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(C) On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(5) Oral notice is effective when communicated if communicated in a comprehensible manner;

(5) Oral notice is effective when communicated if communicated in a comprehensible manner;

(6) In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted; and

(6) In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted; and

(7) If this chapter prescribes notice requirements for particular circumstances, those requirements govern.

(7) If this chapter prescribes notice requirements for particular circumstances, those requirements govern.
O.C.G.A. § 14-9a-26 — GA Code / Title 14 / Chapter 9A / Section 14-9a-26
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-26
Status: in_force

(a) The writing to amend a certificate shall: (1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and (2) Be signed and sworn to by all members. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added; and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.

(a) The writing to amend a certificate shall:

(1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and

(1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and

(2) Be signed and sworn to by all members. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added; and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.

(2) Be signed and sworn to by all members. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added; and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.

(b) The writing to cancel a certificate shall be signed by all members.

(b) The writing to cancel a certificate shall be signed by all members.

(c) A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (a) and (b) of this Code section as a person who must execute the writing refuses to do so, may petition the superior court of the county wherein the principal place of business of said partnership is situated to direct a cancellation or amendment thereof.

(c) A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (a) and (b) of this Code section as a person who must execute the writing refuses to do so, may petition the superior court of the county wherein the principal place of business of said partnership is situated to direct a cancellation or amendment thereof.

(d) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the clerk of the superior court in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.

(d) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the clerk of the superior court in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.

(e) A certificate is amended or canceled when there is filed for record in the office of the clerk of the superior court where the certificate is recorded: (1) A writing in accordance with subsection (a) or (b) of this Code section; or (2) A certified copy of the order of court in accordance with subsection (d) of this Code section.

(e) A certificate is amended or canceled when there is filed for record in the office of the clerk of the superior court where the certificate is recorded:

(1) A writing in accordance with subsection (a) or (b) of this Code section; or

(1) A writing in accordance with subsection (a) or (b) of this Code section; or

(2) A certified copy of the order of court in accordance with subsection (d) of this Code section.

(2) A certified copy of the order of court in accordance with subsection (d) of this Code section.

(f) After the certificate is duly amended in accordance with this Code section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article.

(f) After the certificate is duly amended in accordance with this Code section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article.
O.C.G.A. § 14-8-3 — GA Code / Title 14 / Chapter 8 / Section 14-8-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-3
Status: in_force

(a) A person has “knowledge” of a fact within the meaning of this chapter not only when such person has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(a) A person has “knowledge” of a fact within the meaning of this chapter not only when such person has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(b) A person has “notice” of a fact within the meaning of this chapter when the person who claims the benefit of the notice: (1) States the fact to such person; or (2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

(b) A person has “notice” of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(1) States the fact to such person; or

(1) States the fact to such person; or

(2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

(2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.
O.C.G.A. § 14-10-17 — GA Code / Title 14 / Chapter 10 / Section 14-10-17
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-17
Status: in_force

Code Sections 9-2-24 and 9-2-25 are incorporated by reference and shall govern professional associations organized pursuant to this chapter in all respects as contained therein.
O.C.G.A. § 14-2-731 — GA Code / Title 14 / Chapter 2 / Section 14-2-731
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-731
Status: in_force

(a) Two or more shareholders may provide for the manner in which their shares will be voted by signing an agreement for that purpose. A voting agreement created under this Code section or under subsection (b), (f), or (g) of Code Section 14-2-920 is not subject to the provisions of Code Section 14-2-730 .

(a) Two or more shareholders may provide for the manner in which their shares will be voted by signing an agreement for that purpose. A voting agreement created under this Code section or under subsection (b), (f), or (g) of Code Section 14-2-920 is not subject to the provisions of Code Section 14-2-730 .

(b) A voting agreement created under this Code section is specifically enforceable.

(b) A voting agreement created under this Code section is specifically enforceable.

(c) The duration of any agreement created under this Code section shall not exceed 20 years. Failure to state a period of duration or stating a period of duration in excess of 20 years shall not invalidate the agreement, but in either case the period of duration shall be 20 years. Any such agreement may be renewed for a period not in excess of 20 years from the date of renewal by agreement of all the shareholders bound thereby at the date of renewal.

(c) The duration of any agreement created under this Code section shall not exceed 20 years. Failure to state a period of duration or stating a period of duration in excess of 20 years shall not invalidate the agreement, but in either case the period of duration shall be 20 years. Any such agreement may be renewed for a period not in excess of 20 years from the date of renewal by agreement of all the shareholders bound thereby at the date of renewal.
O.C.G.A. § 14-9a-128 — GA Code / Title 14 / Chapter 9A / Section 14-9a-128
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-128
Status: in_force

Every partner who shall be guilty of any fraud in the affairs or business of the partnership shall be liable civilly to the party injured to the extent of his damage.
O.C.G.A. § 14-2-821 — GA Code / Title 14 / Chapter 2 / Section 14-2-821
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-821
Status: in_force

(a) Except to the extent the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken or ratified and delivers it to the corporation.

(a) Except to the extent the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken or ratified and delivers it to the corporation.

(b) A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(b) A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c) Action taken under this Code section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective.

(c) Action taken under this Code section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective.

(d) A consent signed and delivered by a director under this Code section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

(d) A consent signed and delivered by a director under this Code section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
O.C.G.A. § 14-2-121-1 — GA Code / Title 14 / Chapter 2 / Section 14-2-121-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-121.1
Status: in_force

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
O.C.G.A. § 14-3-303 — GA Code / Title 14 / Chapter 3 / Section 14-3-303
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-303
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(a) In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; (2) Those directors who participate in a meeting of the board of directors shall constitute a quorum; and (3) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority.

(b) During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio;

(1) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio;

(2) Those directors who participate in a meeting of the board of directors shall constitute a quorum; and

(2) Those directors who participate in a meeting of the board of directors shall constitute a quorum; and

(3) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority.

(3) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority.

(c) Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(c) Corporate action taken in good faith during an emergency under this Code section to further the ordinary affairs of the corporation:

(1) Binds the corporation; and

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

(d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
O.C.G.A. § 14-3-702 — GA Code / Title 14 / Chapter 3 / Section 14-3-702
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-702
Status: in_force

(a) A membership corporation shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) If the holders of at least 5 percent of the voting power of the corporation, or such other amount as the articles of incorporation or bylaws shall specify (but such articles or bylaws shall not require more than 25 percent as a minimum of the voting power), sign, date, and deliver to any corporate officer one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held.

(a) A membership corporation shall hold a special meeting of members:

(1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or

(1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or

(2) If the holders of at least 5 percent of the voting power of the corporation, or such other amount as the articles of incorporation or bylaws shall specify (but such articles or bylaws shall not require more than 25 percent as a minimum of the voting power), sign, date, and deliver to any corporate officer one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held.

(2) If the holders of at least 5 percent of the voting power of the corporation, or such other amount as the articles of incorporation or bylaws shall specify (but such articles or bylaws shall not require more than 25 percent as a minimum of the voting power), sign, date, and deliver to any corporate officer one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held.

(b) If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-706 , the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.

(b) If not otherwise fixed under Code Section 14-3-703 or Code Section 14-3-706 , the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.

(c) If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this Code section is not given pursuant to Code Section 14-3-704 within 30 days after the date the demand or demands in writing or by electronic transmission are delivered to a corporate officer, regardless of the requirements of subsection (d) of this Code section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Code Section 14-3-704 .

(c) If a notice for a special meeting demanded under paragraph (2) of subsection (a) of this Code section is not given pursuant to Code Section 14-3-704 within 30 days after the date the demand or demands in writing or by electronic transmission are delivered to a corporate officer, regardless of the requirements of subsection (d) of this Code section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Code Section 14-3-704 .

(d)(1) Except as provided for in paragraph (2) of this subsection, special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office or other suitable place. (2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special meeting of members be held wholly or partially by means of remote communication as authorized by Code Section 14-3-709 .

(d)(1) Except as provided for in paragraph (2) of this subsection, special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office or other suitable place.

(d)(1) Except as provided for in paragraph (2) of this subsection, special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office or other suitable place.

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special meeting of members be held wholly or partially by means of remote communication as authorized by Code Section 14-3-709 .

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special meeting of members be held wholly or partially by means of remote communication as authorized by Code Section 14-3-709 .

(e) Only those matters that are within the purpose or purposes described in the meeting notice required by Code Section 14-3-704 may be conducted at a special meeting of members.

(e) Only those matters that are within the purpose or purposes described in the meeting notice required by Code Section 14-3-704 may be conducted at a special meeting of members.

(f) Unless otherwise provided in the articles, a demand by a member for a special meeting may be revoked in writing or by electronic transmission by the member if such revocation is received by the corporation prior to the call of the special meeting.

(f) Unless otherwise provided in the articles, a demand by a member for a special meeting may be revoked in writing or by electronic transmission by the member if such revocation is received by the corporation prior to the call of the special meeting.

(g) A bylaw provision governing the voting power required to call special meetings is not a quorum or voting requirement.

(g) A bylaw provision governing the voting power required to call special meetings is not a quorum or voting requirement.
O.C.G.A. § 14-2-840 — GA Code / Title 14 / Chapter 2 / Section 14-2-840
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-840
Status: in_force

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The board of directors may elect individuals to fill one or more offices of the corporation. A duly appointed officer may appoint one or more officers if authorized by the bylaws or the board of directors.

(b) The board of directors may elect individuals to fill one or more offices of the corporation. A duly appointed officer may appoint one or more officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under subsections (a) of Code Sections 14-2-1601 and 14-2-1602 .

(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under subsections (a) of Code Sections 14-2-1601 and 14-2-1602 .

(d) The same individual may simultaneously hold more than one office in a corporation.

(d) The same individual may simultaneously hold more than one office in a corporation.
O.C.G.A. § 14-3-1503 — GA Code / Title 14 / Chapter 3 / Section 14-3-1503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1503
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-3-1506 ; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation; (4) The mailing address of its principal office; (5) The address of its registered office in this state and the name of its registered agent at that office; and (6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary.

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-3-1506 ;

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-3-1506 ;

(2) The name of the state or country under whose law it is incorporated;

(2) The name of the state or country under whose law it is incorporated;

(3) Its date of incorporation;

(3) Its date of incorporation;

(4) The mailing address of its principal office;

(4) The mailing address of its principal office;

(5) The address of its registered office in this state and the name of its registered agent at that office; and

(5) The address of its registered office in this state and the name of its registered agent at that office; and

(6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary.

(6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary.

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
O.C.G.A. § 14-2-1020 — GA Code / Title 14 / Chapter 2 / Section 14-2-1020
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1020
Status: repealed

(a) A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws unless: (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(a) A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws unless:

(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or

(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or

(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of Code Section 14-2-728 or adopt a bylaw changing the plurality standard for the election of directors set forth in such subsection.

(b) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of Code Section 14-2-728 or adopt a bylaw changing the plurality standard for the election of directors set forth in such subsection.

(c) A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders.

(c) A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders.

(d) A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section 14-2-732 .

(d) A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section 14-2-732 .

(e) Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation's shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation's shares.

(e) Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation's shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation's shares.
O.C.G.A. § 14-11-403 — GA Code / Title 14 / Chapter 11 / Section 14-11-403
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-403
Status: in_force

The profits and losses, and each item thereof, of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or in a written operating agreement. If the articles of organization or a written operating agreement does not so provide, profits and losses, and each item thereof, shall be allocated equally among the members.
O.C.G.A. § 14-9-904 — GA Code / Title 14 / Chapter 9 / Section 14-9-904
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-904
Status: in_force

(a) A foreign limited partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.

(a) A foreign limited partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.

(b) Except as provided in subsection (c) of this Code section, whenever a foreign limited partnership is unable to obtain a certificate of authority to transact business in this state because its name does not comply with any part of Code Section 14-9-102 , it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the state where it is organized. If in the judgment of the Secretary of State the name of the limited partnership with such addition would comply with Code Section 14-9-102 , said Code section shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited partnership shall be issued in its name with such additions, and the limited partnership shall use such name with such additions in all its dealings with the Secretary of State and in the conduct of its affairs in this state.

(b) Except as provided in subsection (c) of this Code section, whenever a foreign limited partnership is unable to obtain a certificate of authority to transact business in this state because its name does not comply with any part of Code Section 14-9-102 , it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the state where it is organized. If in the judgment of the Secretary of State the name of the limited partnership with such addition would comply with Code Section 14-9-102 , said Code section shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited partnership shall be issued in its name with such additions, and the limited partnership shall use such name with such additions in all its dealings with the Secretary of State and in the conduct of its affairs in this state.

(c) Whenever the name of a foreign limited partnership that was organized prior to July 1 of the year in which this chapter becomes effective and that on such date is transacting business in this state does not comply with any part of Code Section 14-9-102 , such foreign limited partnership may nonetheless apply for authority to transact business in this state and Code Section 14-9-102 shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state; provided, however, in any such case such foreign limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State's adding to the name of such foreign limited partnership on its records in parentheses the name of the state in which it was organized and, if necessary to distinguish multiple partnerships having such characteristics and making such application that were organized in the same state, by adding a numerical distinction to the state name. Such addition of a state name and numerical distinction to the name of a foreign limited partnership by the Secretary of State shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State, shall not constitute a change in the name of the foreign limited partnership, and shall have no effect whatsoever on the authority of the foreign limited partnership to use its name.

(c) Whenever the name of a foreign limited partnership that was organized prior to July 1 of the year in which this chapter becomes effective and that on such date is transacting business in this state does not comply with any part of Code Section 14-9-102 , such foreign limited partnership may nonetheless apply for authority to transact business in this state and Code Section 14-9-102 shall not be a bar to the issuance to such limited partnership of a certificate of authority to transact business in this state; provided, however, in any such case such foreign limited partnership shall be distinguished on the records of the Secretary of State by the Secretary of State's adding to the name of such foreign limited partnership on its records in parentheses the name of the state in which it was organized and, if necessary to distinguish multiple partnerships having such characteristics and making such application that were organized in the same state, by adding a numerical distinction to the state name. Such addition of a state name and numerical distinction to the name of a foreign limited partnership by the Secretary of State shall be solely for the purpose of distinguishing limited partnerships on the files of the Secretary of State, shall not constitute a change in the name of the foreign limited partnership, and shall have no effect whatsoever on the authority of the foreign limited partnership to use its name.
O.C.G.A. § 14-2-1327 — GA Code / Title 14 / Chapter 2 / Section 14-2-1327
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1327
Status: in_force

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate of the fair value of his shares and interest due, if: (1) The dissenter believes that the amount offered under Code Section 14-2-1325 is less than the fair value of his shares or that the interest due is incorrectly calculated; or (2) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate of the fair value of his shares and interest due, if:

(1) The dissenter believes that the amount offered under Code Section 14-2-1325 is less than the fair value of his shares or that the interest due is incorrectly calculated; or

(1) The dissenter believes that the amount offered under Code Section 14-2-1325 is less than the fair value of his shares or that the interest due is incorrectly calculated; or

(2) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

(2) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.

(b) A dissenter waives his or her right to demand payment under this Code section and is deemed to have accepted the corporation's offer unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this Code section within 30 days after the corporation offered payment for his or her shares, as provided in Code Section 14-2-1325 .

(b) A dissenter waives his or her right to demand payment under this Code section and is deemed to have accepted the corporation's offer unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this Code section within 30 days after the corporation offered payment for his or her shares, as provided in Code Section 14-2-1325 .

(c) If the corporation does not offer payment within the time set forth in subsection (a) of Code Section 14-2-1325 : (1) The shareholder may demand the information required under subsection (b) of Code Section 14-2-1325 , and the corporation shall provide the information to the shareholder within ten days after receipt of a written demand for the information; and (2) The shareholder may at any time, subject to the limitations period of Code Section 14-2-1332 , notify the corporation of his own estimate of the fair value of his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due.

(c) If the corporation does not offer payment within the time set forth in subsection (a) of Code Section 14-2-1325 :

(1) The shareholder may demand the information required under subsection (b) of Code Section 14-2-1325 , and the corporation shall provide the information to the shareholder within ten days after receipt of a written demand for the information; and

(1) The shareholder may demand the information required under subsection (b) of Code Section 14-2-1325 , and the corporation shall provide the information to the shareholder within ten days after receipt of a written demand for the information; and

(2) The shareholder may at any time, subject to the limitations period of Code Section 14-2-1332 , notify the corporation of his own estimate of the fair value of his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due.

(2) The shareholder may at any time, subject to the limitations period of Code Section 14-2-1332 , notify the corporation of his own estimate of the fair value of his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due.
O.C.G.A. § 14-4-40 — GA Code / Title 14 / Chapter 4 / Section 14-4-40
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-40
Status: in_force

Every corporation having capital stock incorporated prior to April 1, 1969, or thereafter by the Secretary of State or by Act of the General Assembly, including corporations with powers derived from both of such sources, except an insurance company, which shall be subject to the provisions of Code Section 33-14-45 , or a banking or trust company, which shall be subject to the provisions of Code Section 7-1-413 , may, upon its organization or thereafter in the manner provided in this article, create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions, and qualifications as shall be designated in its petition, declaration, or other application for incorporation or as subsequently shall be decided upon, provided there shall be but one class of common stock, each share of which shall stand upon an equality with every other share. Before any such corporation can begin business as a corporation there must be at least $1,000.00 paid in for such nonpar value common stock either in cash or in tangible assets at their fairly appraised valuation.
O.C.G.A. § 14-3-1430 — GA Code / Title 14 / Chapter 3 / Section 14-3-1430
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1430
Status: in_force

The superior court may dissolve a corporation:

(1) In a proceeding by the Attorney General if it is established that: (A) The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section 14-3-1422 through fraud; or (B) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law;

(1) In a proceeding by the Attorney General if it is established that:

(A) The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section 14-3-1422 through fraud; or

(A) The corporation obtained its articles of incorporation through fraud or was reinstated under Code Section 14-3-1422 through fraud; or

(B) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law;

(B) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law;

(2) In a proceeding by 50 members or members holding at least 5 percent of the voting power, whichever is less, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock; (B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or (D) The corporate assets are being misapplied or wasted;

(2) In a proceeding by 50 members or members holding at least 5 percent of the voting power, whichever is less, if it is established that:

(A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock;

(A) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock;

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation;

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal or fraudulent in connection with the operation or management of the business and affairs of the corporation;

(C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or

(C) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired; or

(D) The corporate assets are being misapplied or wasted;

(D) The corporate assets are being misapplied or wasted;

(3) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(3) In a proceeding by a creditor if it is established that:

(A) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or

(A) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or

(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;

provided, however, that all of the actions described in paragraphs (1) through (3) of this Code section shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution.
O.C.G.A. § 14-3-125 — GA Code / Title 14 / Chapter 3 / Section 14-3-125
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-125
Status: in_force

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120 , the Secretary of State shall file it.

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-3-120 , the Secretary of State shall file it.

(b) The Secretary of State files a document by stamping or otherwise endorsing the Secretary of State's official title and the date and time of receipt on the document. After a document is filed, the Secretary of State shall deliver a copy of the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative.

(b) The Secretary of State files a document by stamping or otherwise endorsing the Secretary of State's official title and the date and time of receipt on the document. After a document is filed, the Secretary of State shall deliver a copy of the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative.

(c) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.

(c) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.

(d) The Secretary of State's duty to file documents under this Code section is ministerial. Filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(d) The Secretary of State's duty to file documents under this Code section is ministerial. Filing or refusing to file a document does not:

(1) Affect the validity or invalidity of the document in whole or in part;

(1) Affect the validity or invalidity of the document in whole or in part;

(2) Relate to the correctness or incorrectness of information contained in the document; or

(2) Relate to the correctness or incorrectness of information contained in the document; or

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
O.C.G.A. § 14-9-805 — GA Code / Title 14 / Chapter 9 / Section 14-9-805
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-805
Status: in_force

Deeds or other transfer instruments requiring execution after the filing of a certificate of cancellation by a dissolved limited partnership may be signed by any person who had authority to wind up the dissolved partnership under the provisions of subsection (a) of Code Section 14-9-803 .
O.C.G.A. § 14-11-807 — GA Code / Title 14 / Chapter 11 / Section 14-11-807
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-807
Status: in_force

In any derivative action in the right of a foreign limited liability company, the matters covered by this article shall be governed by the laws of the jurisdiction of organization of the foreign limited liability company except for Code Sections 14-11-803 and 14-11-804 and paragraph (b) of Code Section 14-11-806 .
O.C.G.A. § 14-2-1431 — GA Code / Title 14 / Chapter 2 / Section 14-2-1431
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1431
Status: in_force

(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-2-1430 lies in the county where a corporation's registered office is or was last located.

(a) Venue for a proceeding by the Attorney General to dissolve a corporation and for a proceeding brought by any other party named in Code Section 14-2-1430 lies in the county where a corporation's registered office is or was last located.

(b) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(b) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
O.C.G.A. § 14-9a-42 — GA Code / Title 14 / Chapter 9A / Section 14-9a-42
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-42
Status: in_force

(a) A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them; (2) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and (3) Have dissolution and winding up by decree of court.

(a) A limited partner shall have the same rights as a general partner to:

(1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;

(1) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;

(2) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and

(2) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and

(3) Have dissolution and winding up by decree of court.

(3) Have dissolution and winding up by decree of court.

(b) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of his contribution as provided in Code Sections 14-9A-46 and 14-9A-47 .

(b) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of his contribution as provided in Code Sections 14-9A-46 and 14-9A-47 .
O.C.G.A. § 14-3-852 — GA Code / Title 14 / Chapter 3 / Section 14-3-852
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-852
Status: in_force

A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
O.C.G.A. § 14-2-1803 — GA Code / Title 14 / Chapter 2 / Section 14-2-1803
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1803
Status: in_force

The name of a benefit corporation shall satisfy the requirements of Code Section 14-2-401 ; provided, however, that in lieu of the use of a word or abbreviation as required under paragraph (1) of subsection (a) of Code Section 14-2-401 , the phrase “ benefit corporation ” or “ public benefit corporation ” or the abbreviation “ BC ” or “ PBC ” may be used.
O.C.G.A. § 14-8-63 — GA Code / Title 14 / Chapter 8 / Section 14-8-63
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-63
Status: in_force

(a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words “limited liability partnership,” it being permitted to abbreviate the word “limited” as “ltd.,” or the abbreviation “L.L.P.” or the designation “LLP” as the last words or letters of its name.

(a) Except as provided in subsection (b) of this Code section, the name of a limited liability partnership shall contain the words “limited liability partnership,” it being permitted to abbreviate the word “limited” as “ltd.,” or the abbreviation “L.L.P.” or the designation “LLP” as the last words or letters of its name.

(b) The name of a limited partnership that is a limited liability partnership shall contain the words “limited liability limited partnership,” it being permitted to abbreviate the word “limited” as “ltd.,” or the abbreviation “L.L.L.P.” or the designation “LLLP” as the last words or letters of its name.

(b) The name of a limited partnership that is a limited liability partnership shall contain the words “limited liability limited partnership,” it being permitted to abbreviate the word “limited” as “ltd.,” or the abbreviation “L.L.L.P.” or the designation “LLLP” as the last words or letters of its name.
O.C.G.A. § 14-2-201 — GA Code / Title 14 / Chapter 2 / Section 14-2-201
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-201
Status: in_force

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
O.C.G.A. § 14-7-3 — GA Code / Title 14 / Chapter 7 / Section 14-7-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-3
Status: in_force

A person or a group of persons licensed to practice a profession in this state may elect to practice as a professional corporation by complying with this chapter, irrespective of any law which, on March 11, 1970, prohibited the practice of the profession by a corporation. The articles of incorporation of a professional corporation shall be filed, and the professional corporation shall be organized, under Chapter 2 of this title; and the professional corporation shall pay the fees and costs prescribed therein. The articles shall state that the purpose of the corporation is to practice the profession named in the articles and that the corporation elects to be governed by this chapter. Any corporation organized under the general corporation laws of this state or any professional association organized under Chapter 10 of this title may elect to be governed by this chapter by amending its articles of association so as to make such election and so as to comply with the other requirements of this chapter and with the laws applicable to corporations generally in this state which are not inconsistent with the express provisions of this chapter. A professional corporation and the shareholders of the corporation in their capacity as shareholders shall enjoy the rights, privileges, and immunities and shall be subject to the obligations and liabilities of other corporations organized for profit under Chapter 2 of this title and those of the shareholders of such corporations, except as changed, restricted, or enlarged by this chapter. Professional associations organized under Chapter 10 of this title are expressly authorized to continue to perform professional services pursuant to that Chapter 10 of this title without electing to comply with this chapter.
O.C.G.A. § 14-11-506 — GA Code / Title 14 / Chapter 11 / Section 14-11-506
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-506
Status: in_force

Except as otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member's executor, administrator, guardian, conservator, or other legal representative has all of the rights of an assignee of all of the member's limited liability company interest. Except as otherwise provided in the articles of organization or a written operating agreement, if the last member of a limited liability company dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the member's executor, administrator, guardian, conservator, or other legal representative shall become a member of the limited liability company, unless such executor, administrator, guardian, conservator, or other legal representative elects not to become a member by written notice given to the limited liability company within 90 days of such death or adjudication (or within such other period as is provided for in a written operating agreement).
O.C.G.A. § 14-4-45 — GA Code / Title 14 / Chapter 4 / Section 14-4-45
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-45
Status: in_force

Upon the organization of any corporation having shares of stock without par value, the petition, declaration, or other application for incorporation required by law, in addition to other matters required to be stated, shall state:

(1) The number of shares with par value and the number of shares without par value that may be issued and the designation of the classes, if any, into which such shares are divided;

(1) The number of shares with par value and the number of shares without par value that may be issued and the designation of the classes, if any, into which such shares are divided;

(2) The par value of the shares, if any, other than the shares to be without par value; and

(2) The par value of the shares, if any, other than the shares to be without par value; and

(3) If there are to be two or more classes of stock, a description of the different classes including a statement of the respective preferences, restrictions, and qualities thereof.

(3) If there are to be two or more classes of stock, a description of the different classes including a statement of the respective preferences, restrictions, and qualities thereof.
O.C.G.A. § 14-11-309 — GA Code / Title 14 / Chapter 11 / Section 14-11-309
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-309
Status: in_force

Except as otherwise provided in the articles of organization or a written operating agreement:

(1) Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided in the articles of organization or a written operating agreement, by persons who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by members or managers entitled to take such action, and delivered to the limited liability company for inclusion in its records;

(1) Action required or permitted by this chapter to be taken by members or managers may be taken without a meeting if the action is taken by all the members or managers entitled to vote on the action or, if so provided in the articles of organization or a written operating agreement, by persons who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by members or managers entitled to take such action, and delivered to the limited liability company for inclusion in its records;

(2) If not otherwise fixed under the articles of organization or a written operating agreement, the record date for determining members or managers entitled to take action without a meeting is the date the first member or manager signs the consent;

(2) If not otherwise fixed under the articles of organization or a written operating agreement, the record date for determining members or managers entitled to take action without a meeting is the date the first member or manager signs the consent;

(3) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document; and

(3) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document; and

(4) If action is taken under this Code section by less than all of the members or managers entitled to vote on the action, all members or managers entitled to vote on the action who did not participate in taking the action shall be given written notice of the action not more than ten days after the taking of the action without a meeting, but the failure to give such notice shall not invalidate the action so taken.

(4) If action is taken under this Code section by less than all of the members or managers entitled to vote on the action, all members or managers entitled to vote on the action who did not participate in taking the action shall be given written notice of the action not more than ten days after the taking of the action without a meeting, but the failure to give such notice shall not invalidate the action so taken.
O.C.G.A. § 14-11-701 — GA Code / Title 14 / Chapter 11 / Section 14-11-701
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-701
Status: in_force

(a) The laws of the jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and other owners, regardless of whether the foreign limited liability company procured or should have procured a certificate of authority under this chapter.

(a) The laws of the jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and other owners, regardless of whether the foreign limited liability company procured or should have procured a certificate of authority under this chapter.

(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which such company is organized and the laws of this state.

(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which such company is organized and the laws of this state.