O.C.G.A. § 14-11-1006 — GA Code / Title 14 / Chapter 11 / Section 14-11-1006
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1006
Status: in_force

(a) A record member sent a dissenters' notice described in Code Section 14-11-1005 must demand payment and deposit his or her certificates for certificated membership interests in accordance with the terms of the notice.

(a) A record member sent a dissenters' notice described in Code Section 14-11-1005 must demand payment and deposit his or her certificates for certificated membership interests in accordance with the terms of the notice.

(b) A record member who demands payment and deposits his or her certificates under subsection (a) of this Code section retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.

(b) A record member who demands payment and deposits his or her certificates under subsection (a) of this Code section retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.

(c) A record member who does not demand payment or deposit his or her membership interest certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her membership interest under this article.

(c) A record member who does not demand payment or deposit his or her membership interest certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her membership interest under this article.
O.C.G.A. § 14-9a-118 — GA Code / Title 14 / Chapter 9A / Section 14-9a-118
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-118
Status: in_force

No limited partnership shall be deemed to have been formed until the certificate required under Code Section 14-9A-113 shall have been made, acknowledged, filed, and recorded, nor until an affidavit shall have been filed as directed by Code Section 14-9A-116 ; and if any false statement shall be made in such certificate or affidavit, or if such partnership business shall be commenced before such certificate or affidavit is filed, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners.
O.C.G.A. § 14-2-1002 — GA Code / Title 14 / Chapter 2 / Section 14-2-1002
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1002
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:

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

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

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

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

(3) 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;

(3) 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;

(4) To delete the name and address of each incorporator;

(4) To delete the name and address of each incorporator;

(5) To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State;

(5) To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State;

(6) To change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(6) To change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(7) To change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding;

(7) To change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding;

(8) To change the corporate name; or

(8) To change the corporate name; or

(9) To make any other change expressly permitted by this chapter to be made without shareholder action.

(9) To make any other change expressly permitted by this chapter to be made without shareholder action.
O.C.G.A. § 14-4-24 — GA Code / Title 14 / Chapter 4 / Section 14-4-24
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-24
Status: in_force

Either party to a hearing held pursuant to Code Section 14-4-23 who is dissatisfied with the action of the Secretary of State may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury. The court shall either sustain the action of the Secretary of State or direct him to take such action as the court may deem proper.
O.C.G.A. § 14-9a-129 — GA Code / Title 14 / Chapter 9A / Section 14-9a-129
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-129
Status: in_force

(a) Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of such partnership or insolvent partner; and every judgment confessed, lien created, or security given by such partnership under the like circumstances and with the like intent shall be void as against the creditors of such partnership.

(a) Every sale, assignment, or transfer of any of the property or effects of a limited partnership made by such partnership when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of such partnership or insolvent partner; and every judgment confessed, lien created, or security given by such partnership under the like circumstances and with the like intent shall be void as against the creditors of such partnership.

(b) Every such sale, assignment, or transfer of any of the property or effects of a general or special partner who may have become liable as a general partner made by such general or special partner when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of the partnership, with the intention of giving to any creditor of his own, or of the partnership, a preference over creditors of the partnership; and every judgment confessed, lien created, or security given by any such partner under like circumstances and with like intent shall be void as against the creditors of the partnership.

(b) Every such sale, assignment, or transfer of any of the property or effects of a general or special partner who may have become liable as a general partner made by such general or special partner when insolvent or in contemplation of insolvency or made after or in contemplation of the insolvency of the partnership, with the intention of giving to any creditor of his own, or of the partnership, a preference over creditors of the partnership; and every judgment confessed, lien created, or security given by any such partner under like circumstances and with like intent shall be void as against the creditors of the partnership.

(c) Any special partner who shall violate any provision of subsections (a) and (b) of this Code section or who shall concur in, or assent to, any such violation by the partnership or by any individual partner shall be liable as a general partner.

(c) Any special partner who shall violate any provision of subsections (a) and (b) of this Code section or who shall concur in, or assent to, any such violation by the partnership or by any individual partner shall be liable as a general partner.
O.C.G.A. § 14-10-14 — GA Code / Title 14 / Chapter 10 / Section 14-10-14
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-14
Status: in_force

A member or shareholder of a professional association may sell or transfer his membership or shares in such professional association only to another individual who is duly licensed or otherwise legally authorized to render the same professional services as those for which the association was organized.
O.C.G.A. § 14-9a-24 — GA Code / Title 14 / Chapter 9A / Section 14-9a-24
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-24
Status: in_force

(a) A person may be a general partner and a limited partner in the same partnership at the same time.

(a) A person may be a general partner and a limited partner in the same partnership at the same time.

(b) A person who is at the same time both a general and a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner, except that, in respect to his contributions, he shall have the rights against the other members which he would have had as a limited partner if he were not also a general partner.

(b) A person who is at the same time both a general and a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner, except that, in respect to his contributions, he shall have the rights against the other members which he would have had as a limited partner if he were not also a general partner.
O.C.G.A. § 14-3-510 — GA Code / Title 14 / Chapter 3 / Section 14-3-510
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-510
Status: in_force

(a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, 1991, or thereafter.

(a) Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, 1991, or thereafter.

(b) Each domestic corporation and each foreign corporation authorized to transact business in this state shall be deemed to reside and to be subject to venue as follows: (1) In civil proceedings generally, in the county of this state where the corporation maintains its registered office, or if the corporation fails to maintain a registered office, it shall be deemed to reside in the county where its last named registered office or principal office, as shown by the records of the Secretary of State, was maintained; (2) In actions based on contracts, in that county in this state where the contract to be enforced was made or is to be performed, if the corporation has an office and transacts business in that county; (3) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if the corporation has an office and transacts business in that county; (4) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated. If venue is based solely on this paragraph, the defendant shall have the right to remove the action to the county in Georgia where the defendant maintains its principal place of business. A notice of removal shall be filed within 45 days of service of the summons. Upon motion by the plaintiff filed within 45 days of the removal, the court to which the case is removed may remand the case to the original court if it finds that removal is improper under the provisions of this paragraph. Upon the defendant's filing of a notice of removal, the 45 day time period for filing such notice shall be tolled until the remand, the entry of an order by the court determining that the removal is valid, or the expiration of the time period for the plaintiff to file a motion challenging the removal, whichever occurs first; and (5) In garnishment proceedings, in the county of this state in which is located the corporate office or place of business where the employee who is the defendant in the main action is employed.

(b) Each domestic corporation and each foreign corporation authorized to transact business in this state shall be deemed to reside and to be subject to venue as follows:

(1) In civil proceedings generally, in the county of this state where the corporation maintains its registered office, or if the corporation fails to maintain a registered office, it shall be deemed to reside in the county where its last named registered office or principal office, as shown by the records of the Secretary of State, was maintained;

(1) In civil proceedings generally, in the county of this state where the corporation maintains its registered office, or if the corporation fails to maintain a registered office, it shall be deemed to reside in the county where its last named registered office or principal office, as shown by the records of the Secretary of State, was maintained;

(2) In actions based on contracts, in that county in this state where the contract to be enforced was made or is to be performed, if the corporation has an office and transacts business in that county;

(2) In actions based on contracts, in that county in this state where the contract to be enforced was made or is to be performed, if the corporation has an office and transacts business in that county;

(3) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if the corporation has an office and transacts business in that county;

(3) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if the corporation has an office and transacts business in that county;

(4) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated. If venue is based solely on this paragraph, the defendant shall have the right to remove the action to the county in Georgia where the defendant maintains its principal place of business. A notice of removal shall be filed within 45 days of service of the summons. Upon motion by the plaintiff filed within 45 days of the removal, the court to which the case is removed may remand the case to the original court if it finds that removal is improper under the provisions of this paragraph. Upon the defendant's filing of a notice of removal, the 45 day time period for filing such notice shall be tolled until the remand, the entry of an order by the court determining that the removal is valid, or the expiration of the time period for the plaintiff to file a motion challenging the removal, whichever occurs first; and

(4) In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated. If venue is based solely on this paragraph, the defendant shall have the right to remove the action to the county in Georgia where the defendant maintains its principal place of business. A notice of removal shall be filed within 45 days of service of the summons. Upon motion by the plaintiff filed within 45 days of the removal, the court to which the case is removed may remand the case to the original court if it finds that removal is improper under the provisions of this paragraph. Upon the defendant's filing of a notice of removal, the 45 day time period for filing such notice shall be tolled until the remand, the entry of an order by the court determining that the removal is valid, or the expiration of the time period for the plaintiff to file a motion challenging the removal, whichever occurs first; and

(5) In garnishment proceedings, in the county of this state in which is located the corporate office or place of business where the employee who is the defendant in the main action is employed.

(5) In garnishment proceedings, in the county of this state in which is located the corporate office or place of business where the employee who is the defendant in the main action is employed.

(c) Any residences established by this Code section shall be in addition to, and not in limitation of, any other residence that any domestic corporation or foreign corporation may have by reason of other laws.

(c) Any residences established by this Code section shall be in addition to, and not in limitation of, any other residence that any domestic corporation or foreign corporation may have by reason of other laws.

(d) Whenever this chapter either requires or permits a proceeding to be brought in the county where the registered office of the corporation is maintained, if the proceeding is against a corporation having a principal office as required under a prior general corporation law, the action or proceeding may be brought in the county where the principal office is located.

(d) Whenever this chapter either requires or permits a proceeding to be brought in the county where the registered office of the corporation is maintained, if the proceeding is against a corporation having a principal office as required under a prior general corporation law, the action or proceeding may be brought in the county where the principal office is located.
O.C.G.A. § 14-4-46 — GA Code / Title 14 / Chapter 4 / Section 14-4-46
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-46
Status: in_force

Any law requiring that the amount of par value of the capital stock of a corporation be stated in any certificate, report, or other instrument shall be deemed to be complied with so far as shares without par value are concerned by stating with respect to such shares the number authorized, issued, or to be issued, as the case may be, and the fact that they are without par value.
O.C.G.A. § 14-11-314 — GA Code / Title 14 / Chapter 11 / Section 14-11-314
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-314
Status: in_force

This chapter does not alter any law applicable to the relationship between a person rendering professional services and a person receiving those services, including liability arising out of those professional services. This chapter does not alter any law with respect to disregarding legal entities. The failure of a limited liability company to observe formalities relating to the exercise of its powers or the management of its business and affairs is not a ground for imposing personal liability on a member, manager, agent, or employee of the limited liability company for liabilities of the limited liability company.
O.C.G.A. § 14-9-101 — GA Code / Title 14 / Chapter 9 / Section 14-9-101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-101
Status: in_force

As used in this chapter, unless the context of a provision of this chapter otherwise requires or unless otherwise defined in the partnership agreement:

(1) “Certificate of limited partnership” means the certificate referred to in Code Section 14-9-201 , and such certificate as amended or restated.

(1) “Certificate of limited partnership” means the certificate referred to in Code Section 14-9-201 , and such certificate as amended or restated.

(2) “Contribution” means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501 .

(2) “Contribution” means a contribution to the capital of a limited partnership authorized by Code Section 14-9-501 .

(2.1) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(2.1) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(3) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602 .

(3) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in Code Section 14-9-602 .

(3.1) “ Foreign limited liability company ” means a limited liability company formed under the laws of a jurisdiction other than this state.

(3.1) “ Foreign limited liability company ” means a limited liability company formed under the laws of a jurisdiction other than this state.

(4) “Foreign limited partnership” means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners.

(4) “Foreign limited partnership” means a partnership formed under the laws of another state and having as partners one or more general partners and one or more limited partners.

(5) “General partner” means a person who: (A) Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401 , is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602 ; or (B) Is a general partner of a foreign limited partnership in accordance with the law of the state of organization.

(5) “General partner” means a person who:

(A) Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401 , is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602 ; or

(A) Becomes a general partner upon the formation of a limited partnership in accordance with Code Section 14-9-201 or becomes a general partner in accordance with Code Section 14-9-401 , is named in the certificate of limited partnership as a general partner and has not ceased to be a general partner pursuant to Code Section 14-9-602 ; or

(B) Is a general partner of a foreign limited partnership in accordance with the law of the state of organization.

(B) Is a general partner of a foreign limited partnership in accordance with the law of the state of organization.

(6) “Interest” means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute.

(6) “Interest” means interest at the legal rate that applies when the percentage rate is not named in the contract as provided by Code Section 7-4-2 or any successor statute.

(6.1) “ Limited liability company ” means any limited liability company formed under Chapter 11 of this title.

(6.1) “ Limited liability company ” means any limited liability company formed under Chapter 11 of this title.

(7) “Limited partner” means a person who: (A) Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603 ; or (B) Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization.

(7) “Limited partner” means a person who:

(A) Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603 ; or

(A) Has been admitted to a limited partnership as a limited partner in accordance with Code Section 14-9-301 and has not withdrawn as a limited partner pursuant to Code Section 14-9-603 ; or

(B) Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization.

(B) Is a limited partner in a foreign limited partnership in accordance with the law of the state of organization.

(8) “Limited partnership” and “domestic limited partnership” mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(8) “Limited partnership” and “domestic limited partnership” mean a partnership formed in accordance with Code Section 14-9-201 by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

(9) “Partner” means a limited partner or general partner of a limited partnership.

(9) “Partner” means a limited partner or general partner of a limited partnership.

(10) “Partnership agreement” means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business.

(10) “Partnership agreement” means an agreement, written or oral, of the partners of a limited partnership as to the affairs of the limited partnership and the conduct of its business.

(11) “Partnership interest” means a partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items.

(11) “Partnership interest” means a partner's share of the capital and profits and losses of a limited partnership, the right to receive distributions of partnership assets, and the right to receive any allocation of income, gain, loss, deduction, credit, or similar items.

(12) “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity.

(12) “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity, or any person acting in a representative capacity.

(13) “State” means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States.

(13) “State” means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States.
O.C.G.A. § 14-2-744 — GA Code / Title 14 / Chapter 2 / Section 14-2-744
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-744
Status: in_force

(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.

(a) The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.

(b) The determination in subsection (a) of this Code section shall be made by: (1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; (2) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or (3) A panel of one or more independent persons appointed by the court upon motion by the corporation.

(b) The determination in subsection (a) of this Code section shall be made by:

(1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum;

(1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum;

(2) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or

(2) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or

(3) A panel of one or more independent persons appointed by the court upon motion by the corporation.

(3) A panel of one or more independent persons appointed by the court upon motion by the corporation.

(c) None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section: (1) The nomination or election of the director by directors who are not independent; (2) The naming of the director as a defendant in the derivative proceeding; or (3) The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.

(c) None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section:

(1) The nomination or election of the director by directors who are not independent;

(1) The nomination or election of the director by directors who are not independent;

(2) The naming of the director as a defendant in the derivative proceeding; or

(2) The naming of the director as a defendant in the derivative proceeding; or

(3) The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.

(3) The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.
O.C.G.A. § 14-7-1 — GA Code / Title 14 / Chapter 7 / Section 14-7-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-1
Status: in_force

This chapter shall be known and may be cited as the “Georgia Professional Corporation Act.”
O.C.G.A. § 14-9-403 — GA Code / Title 14 / Chapter 9 / Section 14-9-403
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-403
Status: in_force

(a) Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of and liabilities to the partnership and to the other partners of a partner in a partnership without limited partners.

(a) Except as otherwise provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of and liabilities to the partnership and to the other partners of a partner in a partnership without limited partners.

(b) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

(b) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.

(c) If a limited partnership is a limited liability partnership under Chapter 8 of this title, then, except as otherwise provided in this chapter or in the partnership agreement, the liabilities of each general partner of such limited partnership shall be determined by reference to the provisions of Chapter 8 of this title regarding limited liability partnerships.

(c) If a limited partnership is a limited liability partnership under Chapter 8 of this title, then, except as otherwise provided in this chapter or in the partnership agreement, the liabilities of each general partner of such limited partnership shall be determined by reference to the provisions of Chapter 8 of this title regarding limited liability partnerships.
O.C.G.A. § 14-11-409 — GA Code / Title 14 / Chapter 11 / Section 14-11-409
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-409
Status: in_force

At the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
O.C.G.A. § 14-2-1021 — GA Code / Title 14 / Chapter 2 / Section 14-2-1021
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1021
Status: repealed

(a) Except as provided in subsection (b) of Code Section 14-2-1020 , a bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter shall remain valid until amended or repealed as provided in subsection (b) of this Code section.

(a) Except as provided in subsection (b) of Code Section 14-2-1020 , a bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter shall remain valid until amended or repealed as provided in subsection (b) of this Code section.

(b) Except as provided in Code Section 14-2-1020 , 14-2-1113 , or 14-2-1133 , a bylaw adopted by the shareholders that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this Code section shall not be adopted, amended, or repealed by the board of directors.

(b) Except as provided in Code Section 14-2-1020 , 14-2-1113 , or 14-2-1133 , a bylaw adopted by the shareholders that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this Code section shall not be adopted, amended, or repealed by the board of directors.
O.C.G.A. § 14-2-745 — GA Code / Title 14 / Chapter 2 / Section 14-2-745
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-745
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
O.C.G.A. § 14-2-631 — GA Code / Title 14 / Chapter 2 / Section 14-2-631
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-631
Status: in_force

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares, unless the articles of incorporation provide that reacquired shares become treasury shares or prohibit the reissue of reacquired shares.

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares, unless the articles of incorporation provide that reacquired shares become treasury shares or prohibit the reissue of reacquired shares.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c) The board of directors may adopt articles of amendment under this Code section without shareholder action. The articles must set forth: (1) The reduction in the number of authorized shares, itemized by class and series; and (2) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(c) The board of directors may adopt articles of amendment under this Code section without shareholder action. The articles must set forth:

(1) The reduction in the number of authorized shares, itemized by class and series; and

(1) The reduction in the number of authorized shares, itemized by class and series; and

(2) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(2) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

(d) The board of directors may adopt articles of amendment providing that reacquired shares become treasury shares without shareholder action.

(d) The board of directors may adopt articles of amendment providing that reacquired shares become treasury shares without shareholder action.

(e) A corporation may create security interests in treasury shares.

(e) A corporation may create security interests in treasury shares.
O.C.G.A. § 14-2-853 — GA Code / Title 14 / Chapter 2 / Section 14-2-853
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-853
Status: in_force

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation: (1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Code Section 14-2-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by paragraph (4) of subsection (b) of Code Section 14-2-202 ; and (2) His or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part.

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation:

(1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Code Section 14-2-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by paragraph (4) of subsection (b) of Code Section 14-2-202 ; and

(1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Code Section 14-2-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by paragraph (4) of subsection (b) of Code Section 14-2-202 ; and

(2) His or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part.

(2) His or her written undertaking to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this part.

(b) The undertaking required by paragraph (2) of subsection (a) of this Code section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(b) The undertaking required by paragraph (2) of subsection (a) of this Code section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this Code section shall be made: (1) By the board of directors: (A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (B) When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section 14-2-824 , in which authorization directors who do not qualify as disinterested directors may participate; or (2) By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

(c) Authorizations under this Code section shall be made:

(1) By the board of directors: (A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (B) When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section 14-2-824 , in which authorization directors who do not qualify as disinterested directors may participate; or

(1) By the board of directors:

(A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(A) When there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(B) When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section 14-2-824 , in which authorization directors who do not qualify as disinterested directors may participate; or

(B) When there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of Code Section 14-2-824 , in which authorization directors who do not qualify as disinterested directors may participate; or

(2) By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.

(2) By the shareholders, but shares owned or voted under the control of a director who at the time does not qualify as a disinterested director with respect to the proceeding may not be voted on the authorization.
O.C.G.A. § 14-3-1501 — GA Code / Title 14 / Chapter 3 / Section 14-3-1501
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1501
Status: in_force

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section: (1) Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; (2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs; (3) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (5) Effecting sales through independent contractors; (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation; (7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same; (8) Securing or collecting debts or enforcing any rights in property securing the same; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature; (11) Effecting transactions in interstate or foreign commerce; (12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state; (13) Owning directly or indirectly an interest in or controlling directly or indirectly another entity organized under the laws of or transacting business within this state; or (14) Serving as a manager of a limited liability company organized under the laws of or transacting business within this state.

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this Code section:

(1) Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;

(1) Maintaining or defending any action or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;

(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(2) Holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;

(3) Maintaining bank accounts, share accounts in savings and loan associations, custodian or agency arrangements with a bank or trust company, or stock or bond brokerage accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(5) Effecting sales through independent contractors;

(5) Effecting sales through independent contractors;

(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;

(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts and where the contracts do not involve any local performance other than delivery and installation;

(7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;

(7) Making loans or creating or acquiring evidences of debt, mortgages, or liens on real or personal property, or recording same;

(8) Securing or collecting debts or enforcing any rights in property securing the same;

(8) Securing or collecting debts or enforcing any rights in property securing the same;

(9) Owning, without more, real or personal property;

(9) Owning, without more, real or personal property;

(10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;

(10) Conducting an isolated transaction not in the course of a number of repeated transactions of a like nature;

(11) Effecting transactions in interstate or foreign commerce;

(11) Effecting transactions in interstate or foreign commerce;

(12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state;

(12) Serving as trustee, executor, administrator, or guardian, or in like fiduciary capacity, where permitted so to serve by the laws of this state;

(13) Owning directly or indirectly an interest in or controlling directly or indirectly another entity organized under the laws of or transacting business within this state; or

(13) Owning directly or indirectly an interest in or controlling directly or indirectly another entity organized under the laws of or transacting business within this state; or

(14) Serving as a manager of a limited liability company organized under the laws of or transacting business within this state.

(14) Serving as a manager of a limited liability company organized under the laws of or transacting business within this state.

(c) The list of activities in subsection (b) of this Code section is not exhaustive.

(c) The list of activities in subsection (b) of this Code section is not exhaustive.

(d) This chapter shall not be deemed to establish a standard for activities which either may or may not subject a foreign corporation to taxation, service of process, registration relating to charitable solicitations under Code Section 43-17-5 , or regulation under any laws of this state.

(d) This chapter shall not be deemed to establish a standard for activities which either may or may not subject a foreign corporation to taxation, service of process, registration relating to charitable solicitations under Code Section 43-17-5 , or regulation under any laws of this state.
O.C.G.A. § 14-10-12 — GA Code / Title 14 / Chapter 10 / Section 14-10-12
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-12
Status: in_force

If the articles of association or bylaws of a professional association fail to fix a price at which a professional association or its members or shareholders may purchase the membership or shares of a deceased, retired, expelled, or disqualified member or shareholder, and if the articles of association or bylaws do not otherwise provide, then the price for such membership or shares shall be the book value of such membership or shares at the end of the month immediately preceding the death or disqualification of the member or shareholder. Book value shall be determined by an independent certified public accountant employed for such purpose from the books and records of the professional association by the regular method of accounting employed by the professional association. The determination by the certified public accountant of book values shall be conclusive on the professional association and its members or shareholders.
O.C.G.A. § 14-4-145 — GA Code / Title 14 / Chapter 4 / Section 14-4-145
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-145
Status: in_force

Within ten days after an appraisal is filed in the office of the clerk of the superior court pursuant to Code Section 14-4-144 , either the dissenting stockholder or the corporation may enter an appeal in writing to the superior court from the finding of the arbitrators. At the term succeeding and convening not less than 20 days after the filing of the appeal, the judge of the superior court shall cause an issue to be made and tried by a jury as to the value of the stock with the same right to move for a new trial and to seek appellate review as applies in other cases.
O.C.G.A. § 14-2-931 — GA Code / Title 14 / Chapter 2 / Section 14-2-931
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-931
Status: in_force

(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section 14-2-922 , the amendment must either comply with Code Section 14-2-801 or delete the statement dispensing with the board of directors from its articles of incorporation.

(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section 14-2-922 , the amendment must either comply with Code Section 14-2-801 or delete the statement dispensing with the board of directors from its articles of incorporation.

(b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.

(b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.

(c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.

(c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.
O.C.G.A. § 14-9a-111 — GA Code / Title 14 / Chapter 9A / Section 14-9a-111
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-111
Status: in_force

(a) A limited partnership may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities prescribed in this article for the purpose of transacting any mercantile, commercial, mechanical, manufacturing, mining, or agricultural business within this state; but this article shall not be construed to authorize the formation of any such partnership for the purposes of banking or insurance.

(a) A limited partnership may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities prescribed in this article for the purpose of transacting any mercantile, commercial, mechanical, manufacturing, mining, or agricultural business within this state; but this article shall not be construed to authorize the formation of any such partnership for the purposes of banking or insurance.

(b) Of the two or more persons forming a limited partnership, one or more shall be general partners who shall be jointly and severally liable for the debts of the partnership; and one or more persons shall be special partners who shall contribute a specific sum in actual cash as capital to the common stock and who shall not be liable for debts of the partnership beyond the fund so contributed by him or them to the capital, except as provided in this article.

(b) Of the two or more persons forming a limited partnership, one or more shall be general partners who shall be jointly and severally liable for the debts of the partnership; and one or more persons shall be special partners who shall contribute a specific sum in actual cash as capital to the common stock and who shall not be liable for debts of the partnership beyond the fund so contributed by him or them to the capital, except as provided in this article.
O.C.G.A. § 14-2-1601 — GA Code / Title 14 / Chapter 2 / Section 14-2-1601
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1601
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.

(b) A corporation shall maintain appropriate accounting records.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
O.C.G.A. § 14-4-62 — GA Code / Title 14 / Chapter 4 / Section 14-4-62
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-62
Status: in_force

Corporations shall have continuous succession during the time limited by their articles of incorporation or charters, notwithstanding the death of their members. Should any articles of incorporation or charter granted to a private corporation be silent as to its continuance, such articles of incorporation or charter shall expire at the end of 30 years from the date of its grant by the Secretary of State.
O.C.G.A. § 14-4-180-1 — GA Code / Title 14 / Chapter 4 / Section 14-4-180-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-180.1
Status: in_force

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section 14-4-180 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. § 14-11-704 — GA Code / Title 14 / Chapter 11 / Section 14-11-704
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-704
Status: in_force

(a) If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and any penalty due pursuant to Code Section 14-11-711 have been paid, he or she shall: (1) Stamp or otherwise endorse his or her official title and the date and time of receipt on the application; (2) File the application in his or her office; and (3) Issue a certificate of authority to transact business in this state.

(a) If the Secretary of State finds that an application for a certificate of authority conforms to the filing requirements of this chapter and all requisite fees and any penalty due pursuant to Code Section 14-11-711 have been paid, he or she shall:

(1) Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;

(1) Stamp or otherwise endorse his or her official title and the date and time of receipt on the application;

(2) File the application in his or her office; and

(2) File the application in his or her office; and

(3) Issue a certificate of authority to transact business in this state.

(3) Issue a certificate of authority to transact business in this state.

(b) The certificate of authority must be returned to the person who filed the application or such person's representative.

(b) The certificate of authority must be returned to the person who filed the application or such person's representative.

(c) If the certificate of authority is issued by the Secretary of State, a foreign limited liability company shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.

(c) If the certificate of authority is issued by the Secretary of State, a foreign limited liability company shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.
O.C.G.A. § 14-8-37 — GA Code / Title 14 / Chapter 8 / Section 14-8-37
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-37
Status: in_force

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs, including the right to convey any real property of the partnership; provided, however, that any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court.
O.C.G.A. § 14-2-204 — GA Code / Title 14 / Chapter 2 / Section 14-2-204
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-204
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
O.C.G.A. § 14-2-823 — GA Code / Title 14 / Chapter 2 / Section 14-2-823
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-823
Status: in_force

(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this Code section, the waiver must be in writing or by electronic transmission, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
O.C.G.A. § 14-9a-113 — GA Code / Title 14 / Chapter 9A / Section 14-9a-113
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-113
Status: in_force

(a) Persons desirous of forming a limited partnership shall make and severally sign, either themselves or by attorneys in fact, a certificate which shall contain: (1) The name of the firm under which such partnership is to be conducted; (2) The general nature of the business intended to be transacted; (3) The names of all the general and special partners, distinguishing which are general and which are special partners, and their respective places of residence; (4) The amount of capital which each special partner shall have contributed to the common stock; and (5) The time at which the partnership is to commence and the time at which it shall terminate.

(a) Persons desirous of forming a limited partnership shall make and severally sign, either themselves or by attorneys in fact, a certificate which shall contain:

(1) The name of the firm under which such partnership is to be conducted;

(1) The name of the firm under which such partnership is to be conducted;

(2) The general nature of the business intended to be transacted;

(2) The general nature of the business intended to be transacted;

(3) The names of all the general and special partners, distinguishing which are general and which are special partners, and their respective places of residence;

(3) The names of all the general and special partners, distinguishing which are general and which are special partners, and their respective places of residence;

(4) The amount of capital which each special partner shall have contributed to the common stock; and

(4) The amount of capital which each special partner shall have contributed to the common stock; and

(5) The time at which the partnership is to commence and the time at which it shall terminate.

(5) The time at which the partnership is to commence and the time at which it shall terminate.

(b) If the certificate is signed by an attorney in fact, the power of attorney, duly authenticated, shall be recorded along with such certificate.

(b) If the certificate is signed by an attorney in fact, the power of attorney, duly authenticated, shall be recorded along with such certificate.
O.C.G.A. § 14-9a-126 — GA Code / Title 14 / Chapter 9A / Section 14-9a-126
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-126
Status: in_force

Actions brought by limited partnerships shall be in the name or names of the general partners only. Actions brought against limited partnerships shall be brought against the general partners only, except in cases where the special partners are liable in the same manner as general partners. In such cases, actions may be brought against all the partners jointly or severally; or any one or more of the special partners may be subject to liability in the same action with the general partners.
O.C.G.A. § 14-11-1103-1 — GA Code / Title 14 / Chapter 11 / Section 14-11-1103-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1103.1
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. § 14-2-923 — GA Code / Title 14 / Chapter 2 / Section 14-2-923
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-923
Status: in_force

(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Code Section 14-2-920 .

(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Code Section 14-2-920 .

(b) If a corporation does not have bylaws when its statutory close corporation status terminates under Code Section 14-2-931 , the corporation shall immediately adopt bylaws under Code Section 14-2-206 .

(b) If a corporation does not have bylaws when its statutory close corporation status terminates under Code Section 14-2-931 , the corporation shall immediately adopt bylaws under Code Section 14-2-206 .
O.C.G.A. § 14-9-204 — GA Code / Title 14 / Chapter 9 / Section 14-9-204
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-204
Status: in_force

(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed, in such form as may be prescribed by the Secretary of State, in the following manner: (1) An original certificate of limited partnership must be signed by all general partners; (2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger must be executed by at least one general partner of any surviving limited partnership.

(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed, in such form as may be prescribed by the Secretary of State, in the following manner:

(1) An original certificate of limited partnership must be signed by all general partners;

(1) An original certificate of limited partnership must be signed by all general partners;

(2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;

(2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;

(3) A certificate of cancellation must be signed by all general partners; and

(3) A certificate of cancellation must be signed by all general partners; and

(4) A certificate of merger must be executed by at least one general partner of any surviving limited partnership.

(4) A certificate of merger must be executed by at least one general partner of any surviving limited partnership.

(b) Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.

(b) Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.
O.C.G.A. § 14-11-611 — GA Code / Title 14 / Chapter 11 / Section 14-11-611
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-611
Status: in_force

Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had authority to wind up the dissolved limited liability company under the provisions of subsection (a) of Code Section 14-11-604 .
O.C.G.A. § 14-4-41 — GA Code / Title 14 / Chapter 4 / Section 14-4-41
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-41
Status: in_force

Before any corporation shall avail itself of this article, it shall procure appropriate corporate authority therefor in the manner provided by law. The Secretary of State is authorized to grant such powers to the several classes of corporations of which he has jurisdiction to grant or amend charters.
O.C.G.A. § 14-2-861 — GA Code / Title 14 / Chapter 2 / Section 14-2-861
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-861
Status: in_force

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of a director or any person with whom or which he has a personal, economic, or other association.

(a) A transaction effected or proposed to be effected by a corporation (or by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest) that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of a director or any person with whom or which he has a personal, economic, or other association.

(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-2-862 ; (2) Shareholders' action respecting the transaction was at any time taken in compliance with Code Section 14-2-863 ; or (3) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the corporation, on the ground of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if:

(1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-2-862 ;

(1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-2-862 ;

(2) Shareholders' action respecting the transaction was at any time taken in compliance with Code Section 14-2-863 ; or

(2) Shareholders' action respecting the transaction was at any time taken in compliance with Code Section 14-2-863 ; or

(3) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

(3) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
O.C.G.A. § 14-9a-116 — GA Code / Title 14 / Chapter 9A / Section 14-9a-116
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-116
Status: in_force

At the time of filing the original certificate required under Code Section 14-9A-113 , with the evidence of the acknowledgment thereof, an affidavit or affidavits of the several general partners shall also be filed in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock have been actually and in good faith paid in cash.
O.C.G.A. § 14-3-1008 — GA Code / Title 14 / Chapter 3 / Section 14-3-1008
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1008
Status: in_force

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
O.C.G.A. § 14-11-1109 — GA Code / Title 14 / Chapter 11 / Section 14-11-1109
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1109
Status: repealed

This chapter shall become effective on March 1, 1994. The provisions of law that became effective on July 1, 1992, and that were codified at Code Sections 14-11-1 through 14-11-19 are hereby repealed. A foreign limited liability company that prior to March 1, 1994, obtained a certificate of authority to transact business in this state is not required to obtain a new certificate of authority by reason of the enactment of this chapter.
O.C.G.A. § 14-5-8 — GA Code / Title 14 / Chapter 5 / Section 14-5-8
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-8
Status: in_force

Whenever certificates for shares or other securities issued by domestic or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy on the books or records of the corporation, it is presumed in favor of the corporation, its registrar, and its transfer agent that the shares or other securities are owned by such persons in joint tenancy with right of survivorship and not otherwise. A domestic or foreign corporation or its registrar or transfer agent is not liable for transferring or causing to be transferred on the books of the corporation to the surviving joint tenants where a joint tenant dies a resident of this state any share or shares or other securities theretofore issued by the corporation to two or more persons in joint tenancy with right of survivorship on the books or records of the corporation, whether or not the transfer was made by the corporation or its registrar or transfer agent with actual or constructive knowledge of the existence of any understanding, agreement, condition, or evidence that the shares or securities were held other than in joint tenancy or with actual or constructive knowledge of the invalidity of the joint tenancy or of a breach of trust by the joint tenants.
O.C.G.A. § 14-8-44 — GA Code / Title 14 / Chapter 8 / Section 14-8-44
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-44
Status: in_force

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

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

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

(b) A foreign limited liability partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited liability partnership is organized and the laws of this state.
O.C.G.A. § 14-3-1423 — GA Code / Title 14 / Chapter 3 / Section 14-3-1423
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1423
Status: in_force

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall deliver to the corporation under Code Section 14-3-125 a written notice that explains the reason or reasons for denial.

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall deliver to the corporation under Code Section 14-3-125 a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.

(b) The corporation may appeal the denial of reinstatement to the superior court of the county where the corporation's registered office is or was located within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.

(c) The court's final decision may be appealed as in other civil proceedings.

(c) The court's final decision may be appealed as in other civil proceedings.
O.C.G.A. § 14-2-721 — GA Code / Title 14 / Chapter 2 / Section 14-2-721
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-721
Status: in_force

(a) Except as provided in subsections (b) and (c) of this Code section or unless the articles of incorporation provide otherwise, each outstanding share (other than shares of preferred stock issued or authorized before July 1, 1989), regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. If articles of incorporation have been restated or amended on or after July 1, 1989, such amendment shall not be deemed to have granted voting rights to holders of preferred shares previously without voting rights unless notice was provided to shareholders that such restatement or amendment would cause the holders of preferred shares to have voting rights, and a shareholder vote approved the restatement or amendment.

(a) Except as provided in subsections (b) and (c) of this Code section or unless the articles of incorporation provide otherwise, each outstanding share (other than shares of preferred stock issued or authorized before July 1, 1989), regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. If articles of incorporation have been restated or amended on or after July 1, 1989, such amendment shall not be deemed to have granted voting rights to holders of preferred shares previously without voting rights unless notice was provided to shareholders that such restatement or amendment would cause the holders of preferred shares to have voting rights, and a shareholder vote approved the restatement or amendment.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if owned by the corporation as treasury shares or if they are held, directly or indirectly, by a second corporation, domestic or foreign, of which the first corporation owns, directly or indirectly, shares sufficient to elect a majority of the directors of the second corporation.

(b) Absent special circumstances, the shares of a corporation are not entitled to vote if owned by the corporation as treasury shares or if they are held, directly or indirectly, by a second corporation, domestic or foreign, of which the first corporation owns, directly or indirectly, shares sufficient to elect a majority of the directors of the second corporation.

(c) Subsection (b) of this Code section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(c) Subsection (b) of this Code section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
O.C.G.A. § 14-3-1004 — GA Code / Title 14 / Chapter 3 / Section 14-3-1004
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1004
Status: in_force

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:

(1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;

(1) The members of a class are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;

(2) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and

(2) If a class is to be divided into two or more classes as a result of an amendment to the articles, the amendment must be approved by the members of each class that would be created by the amendment; and

(3) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(3) If a class vote is required to approve an amendment to the articles, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
O.C.G.A. § 14-2-1806 — GA Code / Title 14 / Chapter 2 / Section 14-2-1806
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1806
Status: in_force

(a) In addition to any other duties imposed by this chapter, the board of directors of a benefit corporation shall: (1) Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation; (2) Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and (3) Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.

(a) In addition to any other duties imposed by this chapter, the board of directors of a benefit corporation shall:

(1) Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation;

(1) Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation;

(2) Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and

(2) Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and

(3) Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.

(3) Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.

(b) Notwithstanding subsection (a) of this Code section or any other provision of this chapter: (1) Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and (2) Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.

(b) Notwithstanding subsection (a) of this Code section or any other provision of this chapter:

(1) Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and

(1) Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and

(2) Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.

(2) Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.
O.C.G.A. § 14-2-1540 — GA Code / Title 14 / Chapter 2 / Section 14-2-1540
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1540
Status: in_force

(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the shareholders thereof shall have all the rights, privileges, and immunities, and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the shareholders thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.

(a) A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the shareholders thereof shall have all the rights, privileges, and immunities, and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the shareholders thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.

(b) Whenever the term “foreign corporation authorized to transact business in this state” is used in this chapter, it shall be deemed to include domesticated foreign corporations except where the context or this chapter otherwise requires.

(b) Whenever the term “foreign corporation authorized to transact business in this state” is used in this chapter, it shall be deemed to include domesticated foreign corporations except where the context or this chapter otherwise requires.
O.C.G.A. § 14-2-901 — GA Code / Title 14 / Chapter 2 / Section 14-2-901
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-901
Status: in_force

(a) This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article.

(a) This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article.

(b) This article applies to a professional corporation organized under Chapter 7 of this title, known as the “Georgia Professional Corporation Act,” whose articles of incorporation contain the statement required by Code Section 14-7-3 , except insofar as the “Georgia Professional Corporation Act” contains inconsistent provisions, if such professional corporation's articles of incorporation also contain the statement required by subsection (a) of Code Section 14-2-902 .

(b) This article applies to a professional corporation organized under Chapter 7 of this title, known as the “Georgia Professional Corporation Act,” whose articles of incorporation contain the statement required by Code Section 14-7-3 , except insofar as the “Georgia Professional Corporation Act” contains inconsistent provisions, if such professional corporation's articles of incorporation also contain the statement required by subsection (a) of Code Section 14-2-902 .

(c) This article does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under this chapter or Chapter 7 of this title, known as the “Georgia Professional Corporation Act” and that does not elect to become a statutory close corporation under Code Section 14-2-902 .

(c) This article does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under this chapter or Chapter 7 of this title, known as the “Georgia Professional Corporation Act” and that does not elect to become a statutory close corporation under Code Section 14-2-902 .
O.C.G.A. § 14-9-1204 — GA Code / Title 14 / Chapter 9 / Section 14-9-1204
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1204
Status: in_force

The provisions of Chapter 8 of this title, known as the “Uniform Partnership Act,” shall govern in any case not provided for in this chapter.
O.C.G.A. § 14-9a-115 — GA Code / Title 14 / Chapter 9A / Section 14-9a-115
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-115
Status: in_force

The certificate and power of attorney in fact required under Code Section 14-9A-113 , so acknowledged and certified, shall be filed in the office of the clerk of the superior court of the county in which the principal place of business of the partnership shall be situated and shall be recorded by the clerk at large in a book to be kept for that purpose, open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate and power of attorney and of the acknowledgments thereof, duly certified by the clerk in whose office they shall be filed, under his official seal, shall be filed and recorded in like manner in the office of the clerk of the superior court in every such county. The clerk for each registry required by this article shall be entitled to the sum of $5.00.
O.C.G.A. § 14-2-1702 — GA Code / Title 14 / Chapter 2 / Section 14-2-1702
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1702
Status: in_force

A foreign corporation authorized to transact business in this state on July 1, 1989, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
O.C.G.A. § 14-11-606 — GA Code / Title 14 / Chapter 11 / Section 14-11-606
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-606
Status: in_force

Upon dissolution, a statement of commencement of winding up may be delivered for filing to the Secretary of State by any person authorized to wind up the limited liability company's affairs. Such statement shall set forth:

(1) The name of the limited liability company;

(1) The name of the limited liability company;

(2) The fact that the limited liability company has dissolved and commenced its winding up activities; and

(2) The fact that the limited liability company has dissolved and commenced its winding up activities; and

(3) Any other provision, not inconsistent with law, that the persons charged with winding up the limited liability company's affairs elect to include.

(3) Any other provision, not inconsistent with law, that the persons charged with winding up the limited liability company's affairs elect to include.
O.C.G.A. § 14-3-740 — GA Code / Title 14 / Chapter 3 / Section 14-3-740
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-740
Status: in_force

As used in this article, the term

“ derivative proceeding ” means a civil suit in the right of a domestic corporation or, to the extent provided in Code Section 14-3-747 , in the right of a foreign corporation.
O.C.G.A. § 14-5-40 — GA Code / Title 14 / Chapter 5 / Section 14-5-40
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-40
Status: in_force

Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for religious, fraternal, or educational purposes, including incorporated churches, religious and fraternal societies, schools, academies, colleges, or universities which are “corporations” as that term is defined in Code Section 14-3-140 .
O.C.G.A. § 14-8-49 — GA Code / Title 14 / Chapter 8 / Section 14-8-49
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-49
Status: in_force

A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-8-45 and 14-8-47 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.
O.C.G.A. § 14-2-1510 — GA Code / Title 14 / Chapter 2 / Section 14-2-1510
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1510
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 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 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, or a person holding a position comparable to any of the foregoing, 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, or a person holding a position comparable to any of the foregoing, 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.
O.C.G.A. § 14-11-803 — GA Code / Title 14 / Chapter 11 / Section 14-11-803
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-803
Status: in_force

If the limited liability company commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative action for such period as the court deems appropriate.
O.C.G.A. § 14-3-1030 — GA Code / Title 14 / Chapter 3 / Section 14-3-1030
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1030
Status: in_force

The articles or the bylaws may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article or bylaw provision may only be amended with the approval in writing of such person or persons.
O.C.G.A. § 14-9-907 — GA Code / Title 14 / Chapter 9 / Section 14-9-907
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-907
Status: in_force

(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.

(a) A foreign limited partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has obtained a certificate of authority.

(b) The failure of a foreign limited partnership to obtain a certificate of authority does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

(b) The failure of a foreign limited partnership to obtain a certificate of authority does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

(c) A foreign limited partnership that transacts business in this state without registering as required by this article shall be liable to the state: (1) For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and (2) If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $ 500.00.

(c) A foreign limited partnership that transacts business in this state without registering as required by this article shall be liable to the state:

(1) For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and

(1) For all fees which would have been imposed by this article upon such foreign limited partnership had it registered as required by this article; and

(2) If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $ 500.00.

(2) If it has not registered within 30 days after the first day on which it transacts business in this state, for a penalty of $ 500.00.
O.C.G.A. § 14-3-503 — GA Code / Title 14 / Chapter 3 / Section 14-3-503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-503
Status: in_force

(a) A registered agent may resign his or her 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 or her 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, or secretary of the corporation or the foreign corporation, 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, or secretary of the corporation or the foreign corporation, 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 or the foreign 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 or the foreign 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.

(d) When a statement of resignation takes effect, the person who resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as registered agent for the corporation or the foreign corporation. The resignation does not affect any contractual rights the corporation or the foreign corporation has against the registered agent or that the registered agent has against the corporation or the foreign corporation.

(d) When a statement of resignation takes effect, the person who resigned ceases to have responsibility under this chapter for any matter thereafter tendered to it as registered agent for the corporation or the foreign corporation. The resignation does not affect any contractual rights the corporation or the foreign corporation has against the registered agent or that the registered agent has against the corporation or the foreign corporation.

(e) A registered agent may resign with respect to a corporation or a foreign corporation regardless of whether the corporation or the foreign corporation is entitled at the time to a certificate of existence or authority under Code Section 14-3-128 .

(e) A registered agent may resign with respect to a corporation or a foreign corporation regardless of whether the corporation or the foreign corporation is entitled at the time to a certificate of existence or authority under Code Section 14-3-128 .
O.C.G.A. § 14-11-501 — GA Code / Title 14 / Chapter 11 / Section 14-11-501
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-501
Status: in_force

(a) A limited liability company interest is personal property. A member has no interest in specific limited liability company property.

(a) A limited liability company interest is personal property. A member has no interest in specific limited liability company property.

(b) An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certificate issued by the limited liability company.

(b) An operating agreement or the articles of organization may provide that a limited liability company interest may be evidenced by a certificate issued by the limited liability company.
O.C.G.A. § 14-11-604 — GA Code / Title 14 / Chapter 11 / Section 14-11-604
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-604
Status: in_force

(a) Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company's affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. For cause shown, the court may wind up a dissolved limited liability company's affairs on application of any member as to which an event of dissociation has not occurred, any such member's legal representative, or any such member's assignee, or if there is no such member, legal representative, or assignee, on application of any assignee of an interest in the limited liability company.

(a) Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company's affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. For cause shown, the court may wind up a dissolved limited liability company's affairs on application of any member as to which an event of dissociation has not occurred, any such member's legal representative, or any such member's assignee, or if there is no such member, legal representative, or assignee, on application of any assignee of an interest in the limited liability company.

(b) Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place.

(b) Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place.
O.C.G.A. § 14-11-806 — GA Code / Title 14 / Chapter 11 / Section 14-11-806
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-806
Status: in_force

(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him or her to remit to the limited liability company the remainder of those proceeds received by him or her.

(a) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him or her to remit to the limited liability company the remainder of those proceeds received by him or her.

(b) In any derivative action instituted on or after March 1, 1994, in the right of any domestic or foreign limited liability company by a member or members thereof, the court having jurisdiction, upon termination of such action and a finding that the action was commenced or maintained without reasonable cause or for an improper purpose, may order the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including reasonable attorneys' fees, incurred by them in the defense of such action.

(b) In any derivative action instituted on or after March 1, 1994, in the right of any domestic or foreign limited liability company by a member or members thereof, the court having jurisdiction, upon termination of such action and a finding that the action was commenced or maintained without reasonable cause or for an improper purpose, may order the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including reasonable attorneys' fees, incurred by them in the defense of such action.
O.C.G.A. § 14-3-863 — GA Code / Title 14 / Chapter 3 / Section 14-3-863
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-863
Status: in_force

(a) Members' action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the members who voted on the transaction (to the extent the information was not known by them).

(a) Members' action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing the director's conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the members who voted on the transaction (to the extent the information was not known by them).

(b) For purposes of this Code section, “ qualified members ” means any members entitled to vote with respect to a director's conflicting interest transaction except the director who is a member and who has a conflicting interest respecting the transaction and members that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860 , are beneficially owned (or whose voting is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(b) For purposes of this Code section, “ qualified members ” means any members entitled to vote with respect to a director's conflicting interest transaction except the director who is a member and who has a conflicting interest respecting the transaction and members that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860 , are beneficially owned (or whose voting is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(c) A majority of the votes entitled to be cast by all qualified members constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, members' action that otherwise complies with this Code section is not affected by the presence of, or the voting by, members that are not qualified members.

(c) A majority of the votes entitled to be cast by all qualified members constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, members' action that otherwise complies with this Code section is not affected by the presence of, or the voting by, members that are not qualified members.

(d) For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the identity of all members that to the knowledge of the director are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860 , are beneficially owned (or whose voting is controlled) by the director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(d) For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the members' vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the identity of all members that to the knowledge of the director are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860 , are beneficially owned (or whose voting is controlled) by the director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

(e) If a members' vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that this failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861 , take such action respecting the transaction and the director, and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances.

(e) If a members' vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that this failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861 , take such action respecting the transaction and the director, and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances.
O.C.G.A. § 14-9-401 — GA Code / Title 14 / Chapter 9 / Section 14-9-401
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-401
Status: in_force

After the formation of a limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
O.C.G.A. § 14-11-201 — GA Code / Title 14 / Chapter 11 / Section 14-11-201
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-201
Status: in_force

(a) A limited liability company may be formed under this chapter for any lawful purpose. If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision.

(a) A limited liability company may be formed under this chapter for any lawful purpose. If the purpose for which a limited liability company is formed makes it subject to a special provision of law, the limited liability company shall also comply with that provision.

(b) A limited liability company formed under this chapter has, unless a more limited purpose is set forth in the articles of organization or a written operating agreement, the purpose of engaging in any lawful activity.

(b) A limited liability company formed under this chapter has, unless a more limited purpose is set forth in the articles of organization or a written operating agreement, the purpose of engaging in any lawful activity.
O.C.G.A. § 14-9a-4 — GA Code / Title 14 / Chapter 9A / Section 14-9a-4
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-4
Status: in_force

In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern.
O.C.G.A. § 14-8-23 — GA Code / Title 14 / Chapter 8 / Section 14-8-23
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-23
Status: in_force

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(b) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership.

(b) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership.
O.C.G.A. § 14-8-19 — GA Code / Title 14 / Chapter 8 / Section 14-8-19
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-19
Status: in_force

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
O.C.G.A. § 14-3-1508 — GA Code / Title 14 / Chapter 3 / Section 14-3-1508
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1508
Status: in_force

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) Its name; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of its new registered office; (4) The name of its current registered agent; and (5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:

(1) Its name;

(1) Its name;

(2) The street address of its current registered office;

(2) The street address of its current registered office;

(3) If the current registered office is to be changed, the street address of its new registered office;

(3) If the current registered office is to be changed, the street address of its new registered office;

(4) The name of its current registered agent; and

(4) The name of its current registered agent; and

(5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.

(b) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.
O.C.G.A. § 14-9a-114 — GA Code / Title 14 / Chapter 9A / Section 14-9a-114
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-114
Status: in_force

The certificate required under Code Section 14-9A-113 shall be acknowledged by the several persons signing the same, or their attorneys in fact, before a judge of the superior court or a judge of the probate court, magistrate, or notary public, and such acknowledgment shall be certified by the officer before whom the same is made.
O.C.G.A. § 14-4-146 — GA Code / Title 14 / Chapter 4 / Section 14-4-146
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-146
Status: in_force

Upon making demand in writing for the value of his stock under Code Section 14-4-143 , a stockholder shall forfeit all rights with respect to such stock except the right to receive payment therefor. Upon payment of the agreed value of the stock or of the value of the stock on final judgment, the stockholder shall transfer his stock to the surviving or resulting corporation.
O.C.G.A. § 14-11-207 — GA Code / Title 14 / Chapter 11 / Section 14-11-207
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-207
Status: reserved

(a) The name of each limited liability company shall be as set forth in its articles of organization and: (1) Must contain the words “limited liability company” or “limited company” (it being permitted to abbreviate the word “limited” as “ltd.” and the word “company” as “co.”) or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”; (2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title; and (3) Shall not in any instance exceed 80 characters, including spaces and punctuation.

(a) The name of each limited liability company shall be as set forth in its articles of organization and:

(1) Must contain the words “limited liability company” or “limited company” (it being permitted to abbreviate the word “limited” as “ltd.” and the word “company” as “co.”) or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”;

(1) Must contain the words “limited liability company” or “limited company” (it being permitted to abbreviate the word “limited” as “ltd.” and the word “company” as “co.”) or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”;

(2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title; and

(2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, limited liability company, or limited partnership; any foreign corporation, foreign limited liability company or foreign limited partnership having a certificate of authority to transact business in this state; any nonprofit corporation, professional corporation, or professional association, domestic or foreign, on file with the Secretary of State pursuant to this title; or any name reserved or registered under this title; and

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

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

(b) 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 paragraph (2) of subsection (a) of this Code section. Issuance of a limited liability company name does not affect the commercial availability of the name.

(b) 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 paragraph (2) of subsection (a) of this Code section. Issuance of a limited liability company name does not affect the commercial availability of the name.
O.C.G.A. § 14-3-101 — GA Code / Title 14 / Chapter 3 / Section 14-3-101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-101
Status: in_force

This chapter shall be known and may be cited as the “Georgia Nonprofit Corporation Code.”
O.C.G.A. § 14-8-14 — GA Code / Title 14 / Chapter 8 / Section 14-8-14
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-14
Status: in_force

The partnership is bound to make good the loss:

(1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and

(1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and

(2) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

(2) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
O.C.G.A. § 14-11-802 — GA Code / Title 14 / Chapter 11 / Section 14-11-802
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-802
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 the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right.
O.C.G.A. § 14-8-21 — GA Code / Title 14 / Chapter 8 / Section 14-8-21
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-21
Status: in_force

(a) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.

(a) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.

(b) This Code section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

(b) This Code section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
O.C.G.A. § 14-2-128 — GA Code / Title 14 / Chapter 2 / Section 14-2-128
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-128
Status: in_force

(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

(b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state; (3) That its most recent annual registration required by Code Section 14-2-1622 has been delivered to the Secretary of State; and (4) That articles of dissolution have not been filed.

(b) A certificate of existence or authorization sets forth:

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;

(2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;

(3) That its most recent annual registration required by Code Section 14-2-1622 has been delivered to the Secretary of State; and

(3) That its most recent annual registration required by Code Section 14-2-1622 has been delivered to the Secretary of State; and

(4) That articles of dissolution have not been filed.

(4) That articles of dissolution have not been filed.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
O.C.G.A. § 14-8-10 — GA Code / Title 14 / Chapter 8 / Section 14-8-10
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-10
Status: in_force

(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner's act did not bind the partnership under the provisions of Code Section 14-8-9 , unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner's act did not bind the partnership under the provisions of Code Section 14-8-9 , unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(b) Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partnership proves that the partners' act did not bind the partnership under the provisions of Code Section 14-8-9 , unless the purchaser or his assignee is a holder for value without knowledge.

(b) Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partnership proves that the partners' act did not bind the partnership under the provisions of Code Section 14-8-9 , unless the purchaser or his assignee is a holder for value without knowledge.

(c) Where title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership unless the partnership proves that the act was not one within the authority of the partner under the provisions of Code Section 14-8-9 .

(c) Where title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership unless the partnership proves that the act was not one within the authority of the partner under the provisions of Code Section 14-8-9 .

(d) Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.

(d) Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
O.C.G.A. § 14-11-312 — GA Code / Title 14 / Chapter 11 / Section 14-11-312
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-312
Status: in_force

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

(1) A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member or manager entitled to the notice, and be delivered to the limited liability company for inclusion in its records;

(1) A member or manager may waive any notice required by this chapter, the articles of organization, or an operating agreement before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member or manager entitled to the notice, and be delivered to the limited liability company for inclusion in its records;

(2) A member or manager's attendance at a meeting: (A) Waives objection to lack of notice or defective notice of the meeting, unless the member or manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (B) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member or manager objects to considering the matter when it is presented; and

(2) A member or manager's attendance at a meeting:

(A) Waives objection to lack of notice or defective notice of the meeting, unless the member or manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(A) Waives objection to lack of notice or defective notice of the meeting, unless the member or manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(B) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member or manager objects to considering the matter when it is presented; and

(B) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member or manager objects to considering the matter when it is presented; and

(3) Unless required by a written operating agreement, neither the business transacted nor the purpose of the meeting need be specified in the waiver.

(3) Unless required by a written operating agreement, neither the business transacted nor the purpose of the meeting need be specified in the waiver.
O.C.G.A. § 14-2-940 — GA Code / Title 14 / Chapter 2 / Section 14-2-940
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-940
Status: in_force

(a) Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for any of the relief described in Code Section 14-2-941 , 14-2-942 , or 14-2-943 if: (1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation; (2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or (3) There exists one or more grounds for judicial dissolution of the corporation under Code Section 14-2-1430 .

(a) Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for any of the relief described in Code Section 14-2-941 , 14-2-942 , or 14-2-943 if:

(1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;

(1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;

(2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or

(2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or

(3) There exists one or more grounds for judicial dissolution of the corporation under Code Section 14-2-1430 .

(3) There exists one or more grounds for judicial dissolution of the corporation under Code Section 14-2-1430 .

(b) A shareholder must commence a proceeding under subsection (a) of this Code section in the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

(b) A shareholder must commence a proceeding under subsection (a) of this Code section in the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

(c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this Code section with respect to the matters until he has exhausted the nonjudicial remedy.

(c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this Code section with respect to the matters until he has exhausted the nonjudicial remedy.

(d) If a shareholder has dissenters' rights under this article or Article 13 of this chapter with respect to proposed corporate action, he must commence a proceeding under this Code section before he is required to give notice of his intent to demand payment under Code Section 14-2-1321 or to demand payment under Code Section 14-2-1323 or the proceeding is barred.

(d) If a shareholder has dissenters' rights under this article or Article 13 of this chapter with respect to proposed corporate action, he must commence a proceeding under this Code section before he is required to give notice of his intent to demand payment under Code Section 14-2-1321 or to demand payment under Code Section 14-2-1323 or the proceeding is barred.

(e) Except as provided in subsections (c) and (d) of this Code section, a shareholder's right to commence a proceeding under this Code section and the remedies available under Code Sections 14-2-941 through 14-2-943 are in addition to any other right or remedy he may have.

(e) Except as provided in subsections (c) and (d) of this Code section, a shareholder's right to commence a proceeding under this Code section and the remedies available under Code Sections 14-2-941 through 14-2-943 are in addition to any other right or remedy he may have.
O.C.G.A. § 14-2-950 — GA Code / Title 14 / Chapter 2 / Section 14-2-950
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-950
Status: in_force

This article applies to all corporations electing statutory close corporation status under Code Section 14-2-902 after July 1, 1989.
O.C.G.A. § 14-11-401 — GA Code / Title 14 / Chapter 11 / Section 14-11-401
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-401
Status: in_force

A contribution to the capital of a limited liability company may be in cash, tangible or intangible property, services rendered, or a promissory note or other obligation to contribute cash or tangible or intangible property, or to perform services.
O.C.G.A. § 14-9-1002 — GA Code / Title 14 / Chapter 9 / Section 14-9-1002
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1002
Status: in_force

Except to the extent provided by the partnership agreement, in a derivative action, the plaintiff must be a partner at the time of bringing the action and:

(1) Must have been a partner at the time of the transaction of which he complains; or

(1) Must have been a partner at the time of the transaction of which he complains; or

(2) His status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

(2) His status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
O.C.G.A. § 14-8-20 — GA Code / Title 14 / Chapter 8 / Section 14-8-20
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-20
Status: in_force

Partners shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the partners to any partner and to the legal representative of any deceased partner or of any partner under legal disability.
O.C.G.A. § 14-2-1022 — GA Code / Title 14 / Chapter 2 / Section 14-2-1022
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1022
Status: repealed

(a) Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors: (1) May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or (2) May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.

(a) Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors:

(1) May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or

(1) May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or

(2) May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.

(2) May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
O.C.G.A. § 14-9-1004 — GA Code / Title 14 / Chapter 9 / Section 14-9-1004
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1004
Status: in_force

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
O.C.G.A. § 14-11-712 — GA Code / Title 14 / Chapter 11 / Section 14-11-712
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-712
Status: in_force

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this chapter.
O.C.G.A. § 14-2-933 — GA Code / Title 14 / Chapter 2 / Section 14-2-933
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-933
Status: in_force

(a) The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and begin dissolution proceedings under Code Sections 14-2-1403 through 14-2-1408 .

(a) The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and begin dissolution proceedings under Code Sections 14-2-1403 through 14-2-1408 .

(b) Unless the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders provides otherwise, an amendment to the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders to add, change, or delete the authority to dissolve described in subsection (a) of this Code section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.

(b) Unless the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders provides otherwise, an amendment to the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders to add, change, or delete the authority to dissolve described in subsection (a) of this Code section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.
O.C.G.A. § 14-3-1431 — GA Code / Title 14 / Chapter 3 / Section 14-3-1431
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1431
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 14-3-1430 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 14-3-1430 lies in the county where a corporation's registered office is or was last located.

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

(b) It is not necessary to make members 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. § 14-9-501 — GA Code / Title 14 / Chapter 9 / Section 14-9-501
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-501
Status: in_force

The contribution of a partner to the capital of a limited partnership may be in such form as is provided in the partnership agreement, including, unless otherwise provided therein but without limitation, cash, property, and services rendered, and may be made in such manner as is provided in the partnership agreement, including, unless otherwise provided therein but without limitation, by delivery of a promissory note or other obligation to contribute cash or property or to perform services.
O.C.G.A. § 14-10-2 — GA Code / Title 14 / Chapter 10 / Section 14-10-2
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-2
Status: in_force

As used in this chapter, the term:

(1) “Professional association” means an unincorporated association, as distinguished from a partnership, organized under this chapter for the purpose of rendering one type of professional service.

(1) “Professional association” means an unincorporated association, as distinguished from a partnership, organized under this chapter for the purpose of rendering one type of professional service.

(2) “Professional service” means the personal services rendered by attorneys at law and any type of professional service which may be legally performed only pursuant to a license from a board pursuant to Title 43, for example, the personal services rendered by certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons, and podiatrists (chiropodists).

(2) “Professional service” means the personal services rendered by attorneys at law and any type of professional service which may be legally performed only pursuant to a license from a board pursuant to Title 43, for example, the personal services rendered by certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons, and podiatrists (chiropodists).
O.C.G.A. § 14-8-1 — GA Code / Title 14 / Chapter 8 / Section 14-8-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-1
Status: in_force

This chapter shall be known and may be cited as the “Uniform Partnership Act.”
O.C.G.A. § 14-2-1502 — GA Code / Title 14 / Chapter 2 / Section 14-2-1502
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1502
Status: in_force

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(b) Each foreign corporation that has not obtained a certificate of authority within 30 calendar days after the first day on which it transacts business in this state shall be liable for the civil penalty set out in Code Section 14-2-122 . Such civil penalty shall be in addition to other consequences set out in this Code section and shall be collected without discretion by the Secretary of State.

(b) Each foreign corporation that has not obtained a certificate of authority within 30 calendar days after the first day on which it transacts business in this state shall be liable for the civil penalty set out in Code Section 14-2-122 . Such civil penalty shall be in addition to other consequences set out in this Code section and shall be collected without discretion by the Secretary of State.

(c) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state unless before the commencement of the proceeding the foreign corporation or its successor obtains a certificate of authority.

(c) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state unless before the commencement of the proceeding the foreign corporation or its successor obtains a certificate of authority.

(d) Notwithstanding subsections (a), (b), and (c) of this Code section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

(d) Notwithstanding subsections (a), (b), and (c) of this Code section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
O.C.G.A. § 14-3-1440 — GA Code / Title 14 / Chapter 3 / Section 14-3-1440
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1440
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.
O.C.G.A. § 14-3-705 — GA Code / Title 14 / Chapter 3 / Section 14-3-705
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-705
Status: in_force

(a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(a) A member may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

(b) A member's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
O.C.G.A. § 14-9a-122 — GA Code / Title 14 / Chapter 9A / Section 14-9a-122
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-122
Status: in_force

(a) No dissolution of a limited partnership by the acts of the partners shall take place prior to the time specified in the original certificate or the certificate of renewal until a notice of such intended dissolution, signed by all the partners or their representatives, has been filed and recorded in the clerk's office in which the original certificate was recorded and published at least once a week for four weeks in a newspaper printed in each of the counties where the partnership has places of business. If no newspaper is printed in such counties, the notice shall be published for four weeks in the newspapers in which the sheriffs of such counties advertise.

(a) No dissolution of a limited partnership by the acts of the partners shall take place prior to the time specified in the original certificate or the certificate of renewal until a notice of such intended dissolution, signed by all the partners or their representatives, has been filed and recorded in the clerk's office in which the original certificate was recorded and published at least once a week for four weeks in a newspaper printed in each of the counties where the partnership has places of business. If no newspaper is printed in such counties, the notice shall be published for four weeks in the newspapers in which the sheriffs of such counties advertise.

(b) Nothing contained in this Code section shall be construed to affect the collection of any demand against any of the special partners which may have been contracted prior to the commencement of such limited partnership.

(b) Nothing contained in this Code section shall be construed to affect the collection of any demand against any of the special partners which may have been contracted prior to the commencement of such limited partnership.
O.C.G.A. § 14-2-1324 — GA Code / Title 14 / Chapter 2 / Section 14-2-1324
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1324
Status: in_force

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326 .

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section 14-2-1326 .

(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
O.C.G.A. § 14-11-203 — GA Code / Title 14 / Chapter 11 / Section 14-11-203
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-203
Status: in_force

(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information: (1) The name and address of each organizer; (2) The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and (3) The mailing address of the limited liability company's principal place of business.

(a) One or more persons may act as the organizer or organizers of a limited liability company by delivering articles of organization to the Secretary of State for filing and supplying to the Secretary of State, in such form as the Secretary of State may require, the following information:

(1) The name and address of each organizer;

(1) The name and address of each organizer;

(2) The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and

(2) The street address and county of the limited liability company's initial registered office and the name of its initial registered agent at that office; and

(3) The mailing address of the limited liability company's principal place of business.

(3) The mailing address of the limited liability company's principal place of business.

(b) An organizer need not be a member of the limited liability company at the time of formation or thereafter.

(b) An organizer need not be a member of the limited liability company at the time of formation or thereafter.

(c) A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206 .

(c) A limited liability company is formed when the articles of organization become effective pursuant to Code Section 14-11-206 .

(d) The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.

(d) The Secretary of State's filing of the articles of organization is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation.

(e) During any period when a limited liability company has any members it may have one or more members.

(e) During any period when a limited liability company has any members it may have one or more members.
O.C.G.A. § 14-8-26 — GA Code / Title 14 / Chapter 8 / Section 14-8-26
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-26
Status: in_force

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
O.C.G.A. § 14-9-106 — GA Code / Title 14 / Chapter 9 / Section 14-9-106
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-106
Status: in_force

(a) A limited partnership may engage in any activity except to the extent provided by law or in the partnership agreement.

(a) A limited partnership may engage in any activity except to the extent provided by law or in the partnership agreement.

(b) Any estate in real property may be acquired in the name of a domestic limited partnership or of a foreign limited partnership (whether or not such foreign limited partnership has procured, or is required under the provisions of Code Section 14-9-902 to procure, a certificate of authority to transact business in this state), and title to any estate so acquired shall vest in the domestic or foreign limited partnership itself rather than in the partners individually. The specification of this power shall not be construed to limit any other power which such domestic or foreign limited partnership may possess.

(b) Any estate in real property may be acquired in the name of a domestic limited partnership or of a foreign limited partnership (whether or not such foreign limited partnership has procured, or is required under the provisions of Code Section 14-9-902 to procure, a certificate of authority to transact business in this state), and title to any estate so acquired shall vest in the domestic or foreign limited partnership itself rather than in the partners individually. The specification of this power shall not be construed to limit any other power which such domestic or foreign limited partnership may possess.

(c) Instruments executed by a domestic or foreign limited partnership conveying an interest in real property located in this state, when signed on behalf of such limited partnership by a person purporting to be a general partner of such limited partnership, shall be presumed to have been duly authorized by and binding upon such limited partnership unless contrary limitations on the authority of the general partner are set forth in the certificate of limited partnership and a copy of the certificate of limited partnership certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section 14-8-10.1 .

(c) Instruments executed by a domestic or foreign limited partnership conveying an interest in real property located in this state, when signed on behalf of such limited partnership by a person purporting to be a general partner of such limited partnership, shall be presumed to have been duly authorized by and binding upon such limited partnership unless contrary limitations on the authority of the general partner are set forth in the certificate of limited partnership and a copy of the certificate of limited partnership certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section 14-8-10.1 .
O.C.G.A. § 14-9-604 — GA Code / Title 14 / Chapter 9 / Section 14-9-604
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-604
Status: in_force

Subject to contrary provision in the partnership agreement, a withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value as of the date of withdrawal of the interest in the limited partnership with respect to which the withdrawal has occurred.
O.C.G.A. § 14-2-206 — GA Code / Title 14 / Chapter 2 / Section 14-2-206
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-206
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation's shares shall constitute bylaws adopted by the shareholders for all purposes of this chapter.

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation's shares shall constitute bylaws adopted by the shareholders for all purposes of this chapter.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
O.C.G.A. § 14-2-502 — GA Code / Title 14 / Chapter 2 / Section 14-2-502
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-502
Status: in_force

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The street address of its current registered office;

(2) The street address of its current registered office;

(3) If the current registered office is to be changed, the street address of the new registered office;

(3) If the current registered office is to be changed, the street address of the new registered office;

(4) The name of its current registered agent;

(4) The name of its current registered agent;

(5) If the current registered agent is to be changed, the name of the new registered agent; and

(5) If the current registered agent is to be changed, the name of the new registered agent; and

(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change setting forth the new address and all corporations for which he is the registered agent.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change setting forth the new address and all corporations for which he is the registered agent.
O.C.G.A. § 14-2-810 — GA Code / Title 14 / Chapter 2 / Section 14-2-810
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-810
Status: in_force

(a) Unless the articles of incorporation or a bylaw approved by the shareholders provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the vacancy; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(a) Unless the articles of incorporation or a bylaw approved by the shareholders provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) The shareholders may fill the vacancy;

(1) The shareholders may fill the vacancy;

(2) The board of directors may fill the vacancy; or

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy.

(c) A vacancy that may occur at a later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-2-807 or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

(c) A vacancy that may occur at a later date (by reason of a resignation effective at a later date under subsection (b) of Code Section 14-2-807 or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
O.C.G.A. § 14-9-206-9 — GA Code / Title 14 / Chapter 9 / Section 14-9-206-9
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-206.9
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. § 14-5-43 — GA Code / Title 14 / Chapter 5 / Section 14-5-43
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-43
Status: in_force

The majority of those who adhere to its organization and doctrines represent a church. The withdrawal by one part of a congregation from the original body or the uniting of a part of a congregation with another church or denomination is a relinquishment of all rights in the church abandoned.
O.C.G.A. § 14-10-6 — GA Code / Title 14 / Chapter 10 / Section 14-10-6
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-6
Status: in_force

A professional association may render professional service only through officers, employees, and agents who are themselves duly licensed or otherwise legally authorized to render professional service within this state. The term “employee” as used in this Code section does not include clerks, bookkeepers, technicians, nurses, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional services for which a license or other legal authorization is required in connection with the profession practiced by a particular professional association; nor does the term “employee” include any other person who performs all his employment under the direct supervision and control of an officer, agent, or employee who is himself rendering professional service to the public on behalf of the professional association; but no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this state.
O.C.G.A. § 14-4-23 — GA Code / Title 14 / Chapter 4 / Section 14-4-23
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-23
Status: in_force

It shall be the right of any person, order, lodge, society, or corporation interested in the result of an application to obtain a charter or the authorization of articles of incorporation in which the name of such person, order, lodge, society, or corporation is used unlawfully under Code Section 14-4-22 to file written objections and to appear before the Secretary of State. The Secretary of State, after hearing the issue formed by the application and objections filed thereto and after hearing evidence thereon, may in his discretion grant or refuse such charter or articles of incorporation. Such application and objections filed thereto may be heard within the office of the Secretary of State at such reasonable time as he may designate.
O.C.G.A. § 14-11-402 — GA Code / Title 14 / Chapter 11 / Section 14-11-402
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-402
Status: in_force

(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31 , a promise to make a contribution to the capital of a limited liability company is not enforceable unless it is set out in the articles of organization or a written operating agreement that is binding on the person to be charged or in another writing signed by that person.

(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31 , a promise to make a contribution to the capital of a limited liability company is not enforceable unless it is set out in the articles of organization or a written operating agreement that is binding on the person to be charged or in another writing signed by that person.

(b) Unless otherwise provided in the articles of organization or a written operating agreement, the obligation of a person to make a contribution to the capital of a limited liability company may be reduced or eliminated only with the unanimous consent of the members.

(b) Unless otherwise provided in the articles of organization or a written operating agreement, the obligation of a person to make a contribution to the capital of a limited liability company may be reduced or eliminated only with the unanimous consent of the members.

(c) A written operating agreement may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his or her limited liability company interest to that of nondefaulting members, a forced sale of his or her limited liability company interest, forfeiture of his or her limited liability company interest, the lending by other members of the amounts necessary to meet his or her commitment, a fixing of the value of his or her limited liability company interest by appraisal or by formula and redemption or sale of his or her limited liability company interest at such value, or other penalty or consequence.

(c) A written operating agreement may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating his or her limited liability company interest to that of nondefaulting members, a forced sale of his or her limited liability company interest, forfeiture of his or her limited liability company interest, the lending by other members of the amounts necessary to meet his or her commitment, a fixing of the value of his or her limited liability company interest by appraisal or by formula and redemption or sale of his or her limited liability company interest at such value, or other penalty or consequence.
O.C.G.A. § 14-7-2 — GA Code / Title 14 / Chapter 7 / Section 14-7-2
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-2
Status: in_force

As used in this chapter, the definitions contained in Chapter 2 of this title apply, and the term:

(1) “Licensed” includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state by the appropriate regulating board.

(1) “Licensed” includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state by the appropriate regulating board.

(2) “Profession” means the profession of certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, medicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting.

(2) “Profession” means the profession of certified public accountancy, architecture, chiropractic, dentistry, professional engineering, land surveying, law, pharmacy, psychology, medicine and surgery, optometry, osteopathy, podiatry, veterinary medicine, registered professional nursing, or harbor piloting.

(3) “Professional corporation” means a corporation, whether domestic or foreign, organized under Chapter 2 of this title which has elected to become subject to this chapter.

(3) “Professional corporation” means a corporation, whether domestic or foreign, organized under Chapter 2 of this title which has elected to become subject to this chapter.

(4) “Regulating board” means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession.

(4) “Regulating board” means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession.
O.C.G.A. § 14-9-903 — GA Code / Title 14 / Chapter 9 / Section 14-9-903
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-903
Status: in_force

(a) If the Secretary of State finds that an application for certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-9-907 have been paid, he shall: (1) Stamp or otherwise endorse his official title and the date and time of receipt on the application; (2) File in his office a copy of the application; and (3) Issue a certificate of authority to transact business in this state.

(a) If the Secretary of State finds that an application for certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-9-907 have been paid, he shall:

(1) Stamp or otherwise endorse his official title and the date and time of receipt on the application;

(1) Stamp or otherwise endorse his official title and the date and time of receipt on the application;

(2) File in his office a copy of the application; and

(2) File in his office a copy of the application; and

(3) Issue a certificate of authority to transact business in this state.

(3) Issue a certificate of authority to transact business in this state.

(b) The certificate of authority must be returned to the person who filed the application or his representative.

(b) The certificate of authority must be returned to the person who filed the application or his representative.

(c) If the certificate of authority is issued by the Secretary of State, a foreign limited partnership shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.

(c) If the certificate of authority is issued by the Secretary of State, a foreign limited partnership shall be deemed authorized to transact business in this state from the time of filing its application for the certificate of authority.
O.C.G.A. § 14-2-820 — GA Code / Title 14 / Chapter 2 / Section 14-2-820
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-820
Status: in_force

(a) The board of directors may hold regular or special meetings in or out of this state.

(a) The board of directors may hold regular or special meetings in or out of this state.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
O.C.G.A. § 14-2-1006 — GA Code / Title 14 / Chapter 2 / Section 14-2-1006
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1006
Status: in_force

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The text of each amendment adopted;

(2) The text of each amendment adopted;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(4) The date of each amendment's adoption;

(4) The date of each amendment's adoption;

(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and

(5) If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and

(6) If approval of the shareholders was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of Code Section 14-2-1003 .

(6) If approval of the shareholders was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of Code Section 14-2-1003 .
O.C.G.A. § 14-11-404 — GA Code / Title 14 / Chapter 11 / Section 14-11-404
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-404
Status: in_force

A member shall be entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company only to the extent, and at the times or upon the happening of the events, specified in the articles of organization or a written operating agreement, or as otherwise approved by all of the members. Subject to Code Section 14-11-405 , distributions by a limited liability company to its members, both prior to and after the dissolution of the limited liability company, shall be shared among the members in the manner provided in the articles of organization or a written operating agreement. Subject to Code Section 14-11-405 , if the articles of organization or a written operating agreement does not provide the manner in which distributions are to be shared, distributions shall be shared equally among the members.
O.C.G.A. § 14-2-1303 — GA Code / Title 14 / Chapter 2 / Section 14-2-1303
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1303
Status: in_force

A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this Code section are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.