O.C.G.A. § 14-10-8 — GA Code / Title 14 / Chapter 10 / Section 14-10-8
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-8
Status: in_force

(a) Board of governors; officers. A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors so that centralization of management will be assured and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association. Officers, with the exception of the president, need not be members of the board of governors. No officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of said profession. The officers of the association shall include a president, vice-president, secretary, treasurer, and such other officers as the board of governors may determine. Any one person may serve in more than one office, except that the president and the secretary of the professional association shall not be the same person.

(a) Board of governors; officers. A professional association organized pursuant to this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors so that centralization of management will be assured and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association. Officers, with the exception of the president, need not be members of the board of governors. No officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of said profession. The officers of the association shall include a president, vice-president, secretary, treasurer, and such other officers as the board of governors may determine. Any one person may serve in more than one office, except that the president and the secretary of the professional association shall not be the same person.

(b) Bylaws. The members may adopt such bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the articles of association to the board of governors of the professional association as the members or shareholders may decide.

(b) Bylaws. The members may adopt such bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the articles of association to the board of governors of the professional association as the members or shareholders may decide.

(c) Voting. Each member or shareholder shall have such power to cast such vote or votes at the meeting of the members or shareholders as the articles of association shall provide.

(c) Voting. Each member or shareholder shall have such power to cast such vote or votes at the meeting of the members or shareholders as the articles of association shall provide.

(d) Agents and employees. The officers of the professional association may employ such agents or employees of the association as they may deem advisable, subject to Code Section 14-10-6 .

(d) Agents and employees. The officers of the professional association may employ such agents or employees of the association as they may deem advisable, subject to Code Section 14-10-6 .
O.C.G.A. § 14-3-1106 — GA Code / Title 14 / Chapter 3 / Section 14-3-1106
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1106
Status: in_force

(a) One or more foreign corporations or foreign business corporations may merge with one or more corporations if: (1) The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger; (2) The foreign corporation or foreign business corporation complies with Code Sections 14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and (3) Each corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Sections 14-3-1104 and 14-3-1104.1 .

(a) One or more foreign corporations or foreign business corporations may merge with one or more corporations if:

(1) The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger;

(1) The merger is permitted by the law of the state or country under whose law each foreign corporation or foreign business corporation is incorporated and each foreign corporation or foreign business corporation complies with that law in effecting the merger;

(2) The foreign corporation or foreign business corporation complies with Code Sections 14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and

(2) The foreign corporation or foreign business corporation complies with Code Sections 14-3-1104 and 14-3-1104.1 if it is the surviving corporation of the merger; and

(3) Each corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Sections 14-3-1104 and 14-3-1104.1 .

(3) Each corporation complies with the applicable provisions of Code Sections 14-3-1101 through 14-3-1103 and, if it is the surviving corporation of the merger, with Code Sections 14-3-1104 and 14-3-1104.1 .

(b) Upon the merger taking effect, the surviving foreign corporation or foreign business corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state.

(b) Upon the merger taking effect, the surviving foreign corporation or foreign business corporation, if it does not have a registered agent in this state, shall be deemed to have appointed the Secretary of State as its registered agent for service of process in a proceeding to enforce any obligation of a domestic corporation party to the merger, until such time as it appoints a registered agent in this state.
O.C.G.A. § 14-9a-43 — GA Code / Title 14 / Chapter 9A / Section 14-9a-43
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-43
Status: in_force

A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business, or bound by the obligations of such person or partnership if, on ascertaining the mistake, he promptly renounces his interest in the profits of the business or other compensation by way of income.
O.C.G.A. § 14-2-702 — GA Code / Title 14 / Chapter 2 / Section 14-2-702
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-702
Status: in_force

(a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; (2) Except as to corporations described in paragraph (3) of this subsection, if the holders of at least 25 percent, or such greater or lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the corporation one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held; or (3) In the case of a corporation having 100 or fewer shareholders of record, if the holders of at least 25 percent, or such lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in writing or by electronic means for the meeting describing the purpose or purposes for which it is to be held.

(a) A corporation shall hold a special meeting of shareholders:

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

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

(2) Except as to corporations described in paragraph (3) of this subsection, if the holders of at least 25 percent, or such greater or lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the corporation one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held; or

(2) Except as to corporations described in paragraph (3) of this subsection, if the holders of at least 25 percent, or such greater or lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the corporation one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held; or

(3) In the case of a corporation having 100 or fewer shareholders of record, if the holders of at least 25 percent, or such lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in writing or by electronic means for the meeting describing the purpose or purposes for which it is to be held.

(3) In the case of a corporation having 100 or fewer shareholders of record, if the holders of at least 25 percent, or such lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in writing or by electronic means for the meeting describing the purpose or purposes for which it is to be held.

(b) If not otherwise fixed under Code Section 14-2-703 or Code Section 14-2-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(b) If not otherwise fixed under Code Section 14-2-703 or Code Section 14-2-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c)(1) Except as provided for under paragraph (2) of this subsection, special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special shareholders' meetings shall be held at the corporation's principal office. (2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders' meeting be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708 .

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

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

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders' meeting be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708 .

(2) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders' meeting be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708 .

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of Code Section 14-2-705 may be conducted at a special shareholders' meeting.

(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of Code Section 14-2-705 may be conducted at a special shareholders' meeting.

(e) Unless otherwise provided in the articles of incorporation, a demand by a shareholder for a special meeting may be revoked by a written or electronic transmission to that effect by the shareholder received by the corporation prior to the call of the special meeting.

(e) Unless otherwise provided in the articles of incorporation, a demand by a shareholder for a special meeting may be revoked by a written or electronic transmission to that effect by the shareholder received by the corporation prior to the call of the special meeting.

(f) A bylaw provision governing the percentage of shares required to call special meetings is not a quorum or voting requirement.

(f) A bylaw provision governing the percentage of shares required to call special meetings is not a quorum or voting requirement.
O.C.G.A. § 14-9-302 — GA Code / Title 14 / Chapter 9 / Section 14-9-302
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-302
Status: in_force

(a) The partnership agreement may grant: (1) The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and (2) Dissenters' rights to all or certain identified limited partners.

(a) The partnership agreement may grant:

(1) The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and

(1) The right to vote to all or certain identified limited partners or specified classes or groups of the limited partners on a per capita or any other basis, separately or with all or any class or group of the limited partners or the general partners, on all matters or on one or more specified matters; and

(2) Dissenters' rights to all or certain identified limited partners.

(2) Dissenters' rights to all or certain identified limited partners.

(b) A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.

(b) A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. Subject to such provisions in the partnership agreement, the matters referred to in this subsection may be decided by the general partners.

(c) In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section, a partnership agreement may provide for classes or groups of limited partners to have such relative rights, powers, and duties as the partnership agreement may provide.

(c) In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section, a partnership agreement may provide for classes or groups of limited partners to have such relative rights, powers, and duties as the partnership agreement may provide.
O.C.G.A. § 14-2-126 — GA Code / Title 14 / Chapter 2 / Section 14-2-126
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-126
Status: in_force

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file.

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file.

(b) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.

(b) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.

(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. § 14-4-63 — GA Code / Title 14 / Chapter 4 / Section 14-4-63
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-63
Status: in_force

Persons who organize a company and transact business in its name before the minimum capital stock has been subscribed for are liable to creditors to make good the minimum capital stock with interest.
O.C.G.A. § 14-3-204 — GA Code / Title 14 / Chapter 3 / Section 14-3-204
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-204
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. § 14-4-141 — GA Code / Title 14 / Chapter 4 / Section 14-4-141
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-141
Status: in_force

A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, may merge or enter into a share exchange with a domestic corporation or corporations governed by Chapter 2 of this title in accordance with Code Section 14-2-1108 .
O.C.G.A. § 14-2-930 — GA Code / Title 14 / Chapter 2 / Section 14-2-930
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-930
Status: in_force

(a) A plan of merger or share exchange: (1) That if effected would terminate 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 statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; or (2) That if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

(a) A plan of merger or share exchange:

(1) That if effected would terminate 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 statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; or

(1) That if effected would terminate 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 statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; or

(2) That if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

(2) That if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

(b) A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation that requires approval of the shareholders pursuant to Code Section 14-2-1202 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 the transaction.

(b) A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation that requires approval of the shareholders pursuant to Code Section 14-2-1202 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 the transaction.
O.C.G.A. § 14-3-742 — GA Code / Title 14 / Chapter 3 / Section 14-3-742
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-742
Status: in_force

(a) No derivative proceeding may be commenced until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.

(a) No derivative proceeding may be commenced until:

(1) A written demand has been made upon the corporation to take suitable action; and

(1) A written demand has been made upon the corporation to take suitable action; and

(2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.

(2) Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90 day period.

(b) In the case of charitable corporations, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation.

(b) In the case of charitable corporations, the complainant shall deliver a copy of the demand to the Attorney General within ten days of making the demand on the corporation.
O.C.G.A. § 14-3-601 — GA Code / Title 14 / Chapter 3 / Section 14-3-601
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-601
Status: in_force

(a) The articles or bylaws may establish criteria or procedures for admission of members.

(a) The articles or bylaws may establish criteria or procedures for admission of members.

(b) No person shall be admitted as a member without his or her consent.

(b) No person shall be admitted as a member without his or her consent.

(c) A person is not a member of a corporation for the purposes of this chapter unless the person meets the definition of a member under Code Section 14-3-140 , regardless of whether the corporation designates or refers to the person as a member.

(c) A person is not a member of a corporation for the purposes of this chapter unless the person meets the definition of a member under Code Section 14-3-140 , regardless of whether the corporation designates or refers to the person as a member.
O.C.G.A. § 14-3-743 — GA Code / Title 14 / Chapter 3 / Section 14-3-743
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-743
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
O.C.G.A. § 14-3-831 — GA Code / Title 14 / Chapter 3 / Section 14-3-831
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-831
Status: in_force

(a) Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830 , a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.

(a) Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830 , a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.

(b) A director held liable for an unlawful distribution under subsection (a) of this Code section is entitled to contribution: (1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section 14-3-830 ; and (2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.

(b) A director held liable for an unlawful distribution under subsection (a) of this Code section is entitled to contribution:

(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section 14-3-830 ; and

(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Code Section 14-3-830 ; and

(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.

(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
O.C.G.A. § 14-3-1407 — GA Code / Title 14 / Chapter 3 / Section 14-3-1407
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1407
Status: in_force

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) For purposes of this Code section, the term “ claim ” does not include a contingent liability or a claim based on an event occurring after the filing of the notice of intent to dissolve.
O.C.G.A. § 14-3-1408 — GA Code / Title 14 / Chapter 3 / Section 14-3-1408
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1408
Status: in_force

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-3-1404.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.

(b) The request must: (1) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (2) State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice.

(b) The request must:

(1) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(1) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(2) State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice.

(2) State that, except for claims that are contingent at the time of the filing of the notice of intent to dissolve or that arise after the filing of the notice of intent to dissolve, a claim against the corporation not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice.

(c) If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice except: (1) Claims that are contingent at the time of the filing of the notice of intent to dissolve; and (2) Claims that arise after the filing of the notice of intent to dissolve.

(c) If a corporation that has filed a notice of intent to dissolve publishes a newspaper notice containing the information specified in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice except:

(1) Claims that are contingent at the time of the filing of the notice of intent to dissolve; and

(1) Claims that are contingent at the time of the filing of the notice of intent to dissolve; and

(2) Claims that arise after the filing of the notice of intent to dissolve.

(2) Claims that arise after the filing of the notice of intent to dissolve.

(d) If a corporation in dissolution publishes a newspaper notice containing the information specified in subsection (b) of this Code section, a claim against the corporation not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its members, officers, directors, and distributees unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later.

(d) If a corporation in dissolution publishes a newspaper notice containing the information specified in subsection (b) of this Code section, a claim against the corporation not otherwise barred of a claimant whose claim is contingent or based on an event occurring after the filing of the notice of intent to dissolve is barred against the corporation, its members, officers, directors, and distributees unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the date of filing of articles of dissolution or five years after the date of publication in accordance with subsection (b) of this Code section, whichever is later.

(e) Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section: (1) Against the corporation, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of such distributee's pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him or her.

(e) Subject to the provisions of this Code section, a claim against a corporation in dissolution or against a dissolved corporation may be enforced under this Code section:

(1) Against the corporation, to the extent of its undistributed assets; or

(1) Against the corporation, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of such distributee's pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him or her.

(2) If the assets have been distributed in liquidation, against a distributee of the corporation to the extent of such distributee's pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a distributee's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him or her.
O.C.G.A. § 14-9-1102 — GA Code / Title 14 / Chapter 9 / Section 14-9-1102
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1102
Status: in_force

The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him, including, without limitation, the power and authority to employ from time to time such additional personnel as in his judgment are required for those purposes.
O.C.G.A. § 14-5-4 — GA Code / Title 14 / Chapter 5 / Section 14-5-4
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-4
Status: in_force

The existence of a corporation claiming a charter under color of law cannot be collaterally attacked by persons who have dealt with it as a corporation. Such persons are estopped from denying its corporate existence.
O.C.G.A. § 14-3-207 — GA Code / Title 14 / Chapter 3 / Section 14-3-207
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-207
Status: in_force

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) How to call a meeting of the board; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors.

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(1) How to call a meeting of the board;

(1) How to call a meeting of the board;

(2) Quorum requirements for the meeting; and

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(1) Binds the corporation; and

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

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

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

(d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
O.C.G.A. § 14-2-941 — GA Code / Title 14 / Chapter 2 / Section 14-2-941
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-941
Status: in_force

(a) If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section 14-2-940 exist, it may order one or more of the following types of relief: (1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding; (2) The cancellation or alteration of any provision in the corporation's articles of incorporation, bylaws, or agreement among the shareholders; (3) The removal from office of any director or officer; (4) The appointment of any individual as a director or officer; (5) An accounting with respect to any matter in dispute; (6) The appointment of a custodian to manage the business and affairs of the corporation; (7) The appointment of a provisional director (who has all the rights, powers, and duties of a duly elected director) to serve for the term and under the conditions prescribed by the court; (8) The payment of dividends; (9) The award of damages to any aggrieved party.

(a) If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section 14-2-940 exist, it may order one or more of the following types of relief:

(1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;

(1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;

(2) The cancellation or alteration of any provision in the corporation's articles of incorporation, bylaws, or agreement among the shareholders;

(2) The cancellation or alteration of any provision in the corporation's articles of incorporation, bylaws, or agreement among the shareholders;

(3) The removal from office of any director or officer;

(3) The removal from office of any director or officer;

(4) The appointment of any individual as a director or officer;

(4) The appointment of any individual as a director or officer;

(5) An accounting with respect to any matter in dispute;

(5) An accounting with respect to any matter in dispute;

(6) The appointment of a custodian to manage the business and affairs of the corporation;

(6) The appointment of a custodian to manage the business and affairs of the corporation;

(7) The appointment of a provisional director (who has all the rights, powers, and duties of a duly elected director) to serve for the term and under the conditions prescribed by the court;

(7) The appointment of a provisional director (who has all the rights, powers, and duties of a duly elected director) to serve for the term and under the conditions prescribed by the court;

(8) The payment of dividends;

(8) The payment of dividends;

(9) The award of damages to any aggrieved party.

(9) The award of damages to any aggrieved party.

(b) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including attorneys' fees and the expenses of appraisers or other experts, incurred in the proceeding.

(b) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including attorneys' fees and the expenses of appraisers or other experts, incurred in the proceeding.
O.C.G.A. § 14-11-303 — GA Code / Title 14 / Chapter 11 / Section 14-11-303
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-303
Status: in_force

(a) A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, including liabilities and obligations of the limited liability company to any member or assignee, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company, whether arising in contract, tort, or otherwise. Notwithstanding the provisions of this subsection, a member, manager, or employee may be personally liable for tax liabilities arising from the operation of the limited liability company as provided in Code Section 48-2-52 .

(a) A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, including liabilities and obligations of the limited liability company to any member or assignee, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company, whether arising in contract, tort, or otherwise. Notwithstanding the provisions of this subsection, a member, manager, or employee may be personally liable for tax liabilities arising from the operation of the limited liability company as provided in Code Section 48-2-52 .

(b) Notwithstanding the provisions of subsection (a) of this Code section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company.

(b) Notwithstanding the provisions of subsection (a) of this Code section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company.
O.C.G.A. § 14-2-402 — GA Code / Title 14 / Chapter 2 / Section 14-2-402
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-402
Status: reserved

(a) A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-2-122 . If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

(a) A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section 14-2-122 . If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

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

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

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

(c) A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
O.C.G.A. § 14-2-103 — GA Code / Title 14 / Chapter 2 / Section 14-2-103
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-103
Status: in_force

Each provision of this chapter shall have independent legal significance.
O.C.G.A. § 14-3-820 — GA Code / Title 14 / Chapter 3 / Section 14-3-820
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-820
Status: in_force

(a) A board of directors may hold regular or special meetings in or out of this state. If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting shall be a regular meeting. All other directors' meetings shall be special meetings.

(a) A board of directors may hold regular or special meetings in or out of this state. If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting shall be a regular meeting. All other directors' meetings shall be special meetings.

(b) Unless the articles of incorporation or bylaws provide otherwise, the chair of the board or the chief executive officer, or at least 20 percent of the directors then in office, may call and deliver notice of a special meeting of the board of directors.

(b) Unless the articles of incorporation or bylaws provide otherwise, the chair of the board or the chief executive officer, or at least 20 percent of the directors then in office, may call and deliver notice of a special meeting of the board of directors.

(c) Unless the articles or bylaws provide otherwise, a board 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.

(c) Unless the articles or bylaws provide otherwise, a board 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. § 14-3-124 — GA Code / Title 14 / Chapter 3 / Section 14-3-124
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-124
Status: in_force

(a) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged.

(a) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State if the document:

(1) Contains an incorrect statement; or

(1) Contains an incorrect statement; or

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(2) Was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the Secretary of State for filing.

(b) A document is corrected:

(1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and

(1) By preparing articles of correction that:

(A) Describe the document (including its filing date);

(A) Describe the document (including its filing date);

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(C) Correct the incorrect statement or defective execution; and

(C) Correct the incorrect statement or defective execution; and

(2) By delivering the articles of correction to the Secretary of State for filing.

(2) By delivering the articles of correction to the Secretary of State for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Articles of correction shall not state a delayed effective date.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Articles of correction shall not state a delayed effective date.
O.C.G.A. § 14-8-11 — GA Code / Title 14 / Chapter 8 / Section 14-8-11
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-11
Status: in_force

An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership.
O.C.G.A. § 14-3-843 — GA Code / Title 14 / Chapter 3 / Section 14-3-843
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-843
Status: in_force

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors, or, if authorized by the bylaws, an officer, may fill the pending vacancy before the effective date if the board or such appointing officer provides that the successor does not take office until the effective date.

(a) An officer may resign at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors, or, if authorized by the bylaws, an officer, may fill the pending vacancy before the effective date if the board or such appointing officer provides that the successor does not take office until the effective date.

(b) An officer may be removed at any time with or without cause by: (1) The board of directors; (2) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or (3) Any other officer if authorized by the bylaws or the board of directors.

(b) An officer may be removed at any time with or without cause by:

(1) The board of directors;

(1) The board of directors;

(2) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or

(2) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or

(3) Any other officer if authorized by the bylaws or the board of directors.

(3) Any other officer if authorized by the bylaws or the board of directors.

(c) Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board.

(c) Unless otherwise provided in the articles or bylaws, any vacancies in the corporation's officers may be filled by the board.
O.C.G.A. § 14-11-408 — GA Code / Title 14 / Chapter 11 / Section 14-11-408
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-408
Status: in_force

(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407 , if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305 ).

(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407 , if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305 ).

(b) Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution: (1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and (2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407 .

(b) Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:

(1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and

(1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and

(2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407 .

(2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407 .

(c) A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407 .

(c) A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407 .
O.C.G.A. § 14-8-42 — GA Code / Title 14 / Chapter 8 / Section 14-8-42
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-42
Status: in_force

When any partner withdraws or dies, and the business is continued under any of the conditions set forth in subsection (a) of Code Section 14-8-41 or paragraph (2) of subsection (b) of Code Section 14-8-38 , without any settlement of accounts as between the withdrawn partner or the legal representative of the estate of a deceased partner and the persons or partnership continuing the business, unless otherwise agreed:

(1) Such persons or partnership shall obtain the discharge of the withdrawn partner or the legal representative of the estate of the deceased partner, or appropriately hold him harmless from all present or future partnership liabilities, and shall ascertain the value of his interest at the date of dissolution; and

(1) Such persons or partnership shall obtain the discharge of the withdrawn partner or the legal representative of the estate of the deceased partner, or appropriately hold him harmless from all present or future partnership liabilities, and shall ascertain the value of his interest at the date of dissolution; and

(2) The withdrawn partner or legal representative of the estate of the deceased partner shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership, provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the withdrawn or deceased partner, shall have priority on any claim arising under this Code section, as provided by subsection (d) of Code Section 14-8-41 .

(2) The withdrawn partner or legal representative of the estate of the deceased partner shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership, provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the withdrawn or deceased partner, shall have priority on any claim arising under this Code section, as provided by subsection (d) of Code Section 14-8-41 .
O.C.G.A. § 14-2-811 — GA Code / Title 14 / Chapter 2 / Section 14-2-811
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-811
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
O.C.G.A. § 14-2-741 — GA Code / Title 14 / Chapter 2 / Section 14-2-741
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-741
Status: in_force

A shareholder may not commence or maintain a derivative proceeding unless the shareholder:

(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and

(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
O.C.G.A. § 14-3-1606 — GA Code / Title 14 / Chapter 3 / Section 14-3-1606
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1606
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation or any law.

(a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation or any law.

(b) Upon application of a director who has been refused such inspection and copying rights, the superior court shall order inspection and copying of the books, records, and documents at the corporation's expense, unless the corporation establishes that the director is not entitled to such inspection and copying rights. The court shall dispose of an application under this Code section on an expedited basis.

(b) Upon application of a director who has been refused such inspection and copying rights, the superior court shall order inspection and copying of the books, records, and documents at the corporation's expense, unless the corporation establishes that the director is not entitled to such inspection and copying rights. The court shall dispose of an application under this Code section on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection and copying rights in a manner that would violate a duty to the corporation or any law, and may also order the corporation to reimburse the director for the director's expenses (including attorney's fees) incurred in connection with the application.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection and copying rights in a manner that would violate a duty to the corporation or any law, and may also order the corporation to reimburse the director for the director's expenses (including attorney's fees) incurred in connection with the application.
O.C.G.A. § 14-2-1410 — GA Code / Title 14 / Chapter 2 / Section 14-2-1410
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1410
Status: in_force

The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-2-1430 through 14-2-1433 , shall not take away or impair any remedy available to such corporation, its directors, officers, or shareholders for any right or claim existing prior to such dissolution if action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.
O.C.G.A. § 14-2-804 — GA Code / Title 14 / Chapter 2 / Section 14-2-804
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-804
Status: in_force

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares or series. Each class (or classes) or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
O.C.G.A. § 14-3-806 — GA Code / Title 14 / Chapter 3 / Section 14-3-806
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-806
Status: in_force

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
O.C.G.A. § 14-2-620 — GA Code / Title 14 / Chapter 2 / Section 14-2-620
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-620
Status: in_force

(a) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(a) A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Code Section 14-2-621 .

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Code Section 14-2-621 .
O.C.G.A. § 14-9-1203 — GA Code / Title 14 / Chapter 9 / Section 14-9-1203
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1203
Status: in_force

(a) The intent of this Code section is to ensure an orderly transition to a centralized filing system for limited partnerships and to give existing limited partnerships an opportunity to establish name availability and other files with the Secretary of State to permit an orderly implementation of this chapter.

(a) The intent of this Code section is to ensure an orderly transition to a centralized filing system for limited partnerships and to give existing limited partnerships an opportunity to establish name availability and other files with the Secretary of State to permit an orderly implementation of this chapter.

(b) In order to preserve the availability of its name, a domestic limited partnership or a foreign limited partnership existing prior to July 1 of the year in which this chapter becomes effective may file with the Secretary of State a nonrenewable one-year name reservation after April 15 and before July 1 of the year in which this chapter becomes effective. Any of such limited partnerships which do not so file shall be subject to the name restrictions of Code Section 14-9-102 .

(b) In order to preserve the availability of its name, a domestic limited partnership or a foreign limited partnership existing prior to July 1 of the year in which this chapter becomes effective may file with the Secretary of State a nonrenewable one-year name reservation after April 15 and before July 1 of the year in which this chapter becomes effective. Any of such limited partnerships which do not so file shall be subject to the name restrictions of Code Section 14-9-102 .
O.C.G.A. § 14-3-1105 — GA Code / Title 14 / Chapter 3 / Section 14-3-1105
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1105
Status: in_force

When a merger governed by this chapter takes effect:

(1) Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases;

(1) Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation except the surviving corporation or entity ceases;

(2) The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred, subject to any and all conditions to which the property was subject prior to the merger;

(2) The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred, subject to any and all conditions to which the property was subject prior to the merger;

(3) The surviving corporation or entity has all liabilities and obligations of each corporation or entity party to the merger;

(3) The surviving corporation or entity has all liabilities and obligations of each corporation or entity party to the merger;

(4) A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; and

(4) A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; and

(5) The articles of incorporation and bylaws or governing agreements of the surviving corporation or entity are amended to the extent provided in the plan of merger.

(5) The articles of incorporation and bylaws or governing agreements of the surviving corporation or entity are amended to the extent provided in the plan of merger.
O.C.G.A. § 14-4-103 — GA Code / Title 14 / Chapter 4 / Section 14-4-103
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-103
Status: in_force

After the filing of an application for an amended charter under Code Section 14-4-100 and the issuance of the certificate prescribed in Code Section 14-4-101 or 14-4-102 , the corporation shall be conclusively presumed to have accepted the amendment specified and shall have, enjoy, and exercise all the corporate powers and privileges set out in the Act or the particular section of the Act specified in the application and certificate.
O.C.G.A. § 14-3-126 — GA Code / Title 14 / Chapter 3 / Section 14-3-126
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-126
Status: in_force

(a) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the document may be resubmitted within 30 days accompanied by an opinion in a record from an attorney admitted to practice in this state stating why the document conforms to law and the authorities upon which the opinion is based. The Secretary of State may rely with respect to any disputed point of law upon the opinion in determining whether the document conforms to law.

(a) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the document may be resubmitted within 30 days accompanied by an opinion in a record from an attorney admitted to practice in this state stating why the document conforms to law and the authorities upon which the opinion is based. The Secretary of State may rely with respect to any disputed point of law upon the opinion in determining whether the document conforms to law.

(b) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, as an alternative to resubmitting the document under subsection (a) of this Code section or following a refusal by the Secretary of State to file the document after it is resubmitted under subsection (a) of this Code section, the domestic corporation or foreign corporation may appeal the refusal to the superior court. Such appeal must be filed with the superior court within 30 days after the return of the document by the Secretary of State. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.

(b) If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, as an alternative to resubmitting the document under subsection (a) of this Code section or following a refusal by the Secretary of State to file the document after it is resubmitted under subsection (a) of this Code section, the domestic corporation or foreign corporation may appeal the refusal to the superior court. Such appeal must be filed with the superior court within 30 days after the return of the document by the Secretary of State. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.

(c) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.

(c) The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.

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

(d) The court's final decision may be appealed as in other civil proceedings.
O.C.G.A. § 14-3-1404-1 — GA Code / Title 14 / Chapter 3 / Section 14-3-1404-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1404.1
Status: in_force

(a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404 , the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section.

(a) Together with the notice of intent to dissolve provided for in Code Section 14-3-1404 , the corporation shall deliver to the Secretary of State a certificate executed by an officer or director of such corporation, or any person undertaking such request on behalf of the corporation, verifying that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor have been made as required by subsection (b) of this Code section.

(b) No later than the next business day after filing the notice of intent to dissolve provided for in Code Section 14-3-1404 , the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: “NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION Notice is given that a notice of intent to dissolve __________(name of corporation), a Georgia nonprofit corporation with its registered office at __________(address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.” The notice may also include the information specified in Code Section 14-3-1408 . The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.

(b) No later than the next business day after filing the notice of intent to dissolve provided for in Code Section 14-3-1404 , the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:

“NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION

Notice is given that a notice of intent to dissolve __________(name of corporation), a Georgia nonprofit corporation with its registered office at __________(address of registered office), will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code.”

The notice may also include the information specified in Code Section 14-3-1408 . The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.
O.C.G.A. § 14-11-1011 — GA Code / Title 14 / Chapter 11 / Section 14-11-1011
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1011
Status: in_force

(a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(a) If a demand for payment under Code Section 14-11-1010 remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the limited liability company does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(b) The limited liability company shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a limited liability company's registered office is located. If the surviving entity is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic entity merged with the foreign entity was located.

(b) The limited liability company shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a limited liability company's registered office is located. If the surviving entity is a foreign entity without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic entity merged with the foreign entity was located.

(c) The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their membership interests. The limited liability company shall serve a copy of the petition in the proceeding upon each dissenting member who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident dissenting member either by registered or certified mail or statutory overnight delivery and publication or in any other manner permitted by law.

(c) The limited liability company shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their membership interests. The limited liability company shall serve a copy of the petition in the proceeding upon each dissenting member who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident dissenting member either by registered or certified mail or statutory overnight delivery and publication or in any other manner permitted by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the “Georgia Civil Practice Act,” applies to any proceeding with respect to dissenters' rights under this chapter.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the “Georgia Civil Practice Act,” applies to any proceeding with respect to dissenters' rights under this chapter.

(e) Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his or her membership interest, plus interest to the date of judgment.

(e) Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his or her membership interest, plus interest to the date of judgment.
O.C.G.A. § 14-2-1801 — GA Code / Title 14 / Chapter 2 / Section 14-2-1801
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1801
Status: in_force

(a) This chapter shall apply to benefit corporations to the extent not inconsistent with the provisions of this article.

(a) This chapter shall apply to benefit corporations to the extent not inconsistent with the provisions of this article.

(b) Except as expressly provided in this article, this article shall not repeal or modify any statute or rule of law applicable to a corporation that is not a benefit corporation.

(b) Except as expressly provided in this article, this article shall not repeal or modify any statute or rule of law applicable to a corporation that is not a benefit corporation.
O.C.G.A. § 14-4-100 — GA Code / Title 14 / Chapter 4 / Section 14-4-100
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-100
Status: in_force

(a) Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the corporate powers and privileges granted to a like corporation under the Acts passed prior to April 1, 1969, or thereafter, providing for the grant of corporate powers and privileges to such companies by the Secretary of State, by filing with the Secretary of State an application signed with the corporate name stating the name and character of the corporation, the date of the original Act of incorporation and all amendments thereto, and that it desires an amendment to its charter by having granted to it the corporate powers and privileges granted to similar corporations by the Act or certain specified sections of the Act, providing for the grant of corporate powers and privileges to such corporations by the Secretary of State, and by paying to the Secretary of State the fee provided by law, to be paid by him into the state treasury. The company shall file along with the application an abstract from the minutes of the corporation, duly certified by the president and secretary of the corporation, which abstract shows that the application for amendment has been authorized by resolution which has been duly adopted by the affirmative vote of the holders of a majority of the shares entitled to vote thereon at a meeting held for the purpose of passing upon the resolution.

(a) Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the corporate powers and privileges granted to a like corporation under the Acts passed prior to April 1, 1969, or thereafter, providing for the grant of corporate powers and privileges to such companies by the Secretary of State, by filing with the Secretary of State an application signed with the corporate name stating the name and character of the corporation, the date of the original Act of incorporation and all amendments thereto, and that it desires an amendment to its charter by having granted to it the corporate powers and privileges granted to similar corporations by the Act or certain specified sections of the Act, providing for the grant of corporate powers and privileges to such corporations by the Secretary of State, and by paying to the Secretary of State the fee provided by law, to be paid by him into the state treasury. The company shall file along with the application an abstract from the minutes of the corporation, duly certified by the president and secretary of the corporation, which abstract shows that the application for amendment has been authorized by resolution which has been duly adopted by the affirmative vote of the holders of a majority of the shares entitled to vote thereon at a meeting held for the purpose of passing upon the resolution.

(b) Whenever any insurance company incorporated by special Act of the General Assembly which is permitted by its charter to do other than a fire insurance business desires to abandon the same or any part thereof, it may, upon application to the Secretary of State, relinquish and surrender any or all of the powers and privileges granted to it for the conduct of such other business, provided no rights of contract are thereby violated.

(b) Whenever any insurance company incorporated by special Act of the General Assembly which is permitted by its charter to do other than a fire insurance business desires to abandon the same or any part thereof, it may, upon application to the Secretary of State, relinquish and surrender any or all of the powers and privileges granted to it for the conduct of such other business, provided no rights of contract are thereby violated.
O.C.G.A. § 14-3-612 — GA Code / Title 14 / Chapter 3 / Section 14-3-612
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-612
Status: in_force

(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws.

(a) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws.

(b) The amount and method of collection of such dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board of directors or members to fix the amount and method of collection.

(b) The amount and method of collection of such dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or the articles or bylaws may authorize the board of directors or members to fix the amount and method of collection.

(c) The articles of incorporation or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.

(c) The articles of incorporation or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
O.C.G.A. § 14-3-1703 — GA Code / Title 14 / Chapter 3 / Section 14-3-1703
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1703
Status: repealed

(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed; (3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred; (5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; (6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter; or (7) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(a) Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect:

(1) The operation of the statute or any action taken under it before its repeal;

(1) The operation of the statute or any action taken under it before its repeal;

(2) Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;

(2) Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;

(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(4) Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;

(4) Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;

(5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed;

(5) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed;

(6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter; or

(6) Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter; or

(7) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(7) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
O.C.G.A. § 14-2-824 — GA Code / Title 14 / Chapter 2 / Section 14-2-824
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-824
Status: in_force

(a) Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(a) Unless this chapter, the articles of incorporation, or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles of incorporation, or bylaws require the vote of a greater number of directors.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles of incorporation, or bylaws require the vote of a greater number of directors.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;

(1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;

(2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or

(2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

(3) He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

(e) If a written agreement meeting the requirements of Code Section 14-2-731 provides that any directors shall have more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of directors.

(e) If a written agreement meeting the requirements of Code Section 14-2-731 provides that any directors shall have more or less than one vote on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of directors.
O.C.G.A. § 14-4-120 — GA Code / Title 14 / Chapter 4 / Section 14-4-120
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-120
Status: in_force

(a) Any railroad, insurance, express, telegraph, canal, or navigation company, whether incorporated by special Act of the General Assembly or by the Secretary of State under the general law, may have its corporate name, its principal office, the face value of each share of its capital stock, the number of its board of directors, or the amount of its capital stock changed by filing a petition in the office of the Secretary of State. The petition shall be signed with the corporate name and shall state the name and character of the corporation, the date of its original charter and all amendments thereto, and the fact that it desires an amendment to its charter changing its corporate name, its principal office, and the face value of each share of its capital stock, the number of its board of directors, or the amount of any or all of its capital stock, as the case may be.

(a) Any railroad, insurance, express, telegraph, canal, or navigation company, whether incorporated by special Act of the General Assembly or by the Secretary of State under the general law, may have its corporate name, its principal office, the face value of each share of its capital stock, the number of its board of directors, or the amount of its capital stock changed by filing a petition in the office of the Secretary of State. The petition shall be signed with the corporate name and shall state the name and character of the corporation, the date of its original charter and all amendments thereto, and the fact that it desires an amendment to its charter changing its corporate name, its principal office, and the face value of each share of its capital stock, the number of its board of directors, or the amount of any or all of its capital stock, as the case may be.

(b) Such company shall file with the petition a certified abstract from the minutes of the board of directors showing that the petition for the proposed amendment has been authorized by the affirmative vote of the holders of a majority of the capital stock entitled by the terms of the company's charter to vote thereon at a meeting of the stockholders called by resolution of the board of directors for the purpose of voting on the amendment; provided, however, if the petition is to change the principal office of the company, the certified abstract from the minutes shall show that the amendment was authorized by the affirmative vote of the holders of two-thirds of the capital stock of the company. The certified abstract from the minutes shall show also that notice of such meeting was mailed to each stockholder or, in the case of death, to his legal representatives or heirs at law and addressed to his last known residence at least ten days prior to the day of the meeting.

(b) Such company shall file with the petition a certified abstract from the minutes of the board of directors showing that the petition for the proposed amendment has been authorized by the affirmative vote of the holders of a majority of the capital stock entitled by the terms of the company's charter to vote thereon at a meeting of the stockholders called by resolution of the board of directors for the purpose of voting on the amendment; provided, however, if the petition is to change the principal office of the company, the certified abstract from the minutes shall show that the amendment was authorized by the affirmative vote of the holders of two-thirds of the capital stock of the company. The certified abstract from the minutes shall show also that notice of such meeting was mailed to each stockholder or, in the case of death, to his legal representatives or heirs at law and addressed to his last known residence at least ten days prior to the day of the meeting.

(c) An affidavit made and signed in due form of law by the president or secretary of the company shall be attached to said petition, which affidavit shows that the petition has been published once a week for four weeks in that newspaper in which are published the sheriff's sales of the county in which the principal office of the company is located.

(c) An affidavit made and signed in due form of law by the president or secretary of the company shall be attached to said petition, which affidavit shows that the petition has been published once a week for four weeks in that newspaper in which are published the sheriff's sales of the county in which the principal office of the company is located.
O.C.G.A. § 14-9-605 — GA Code / Title 14 / Chapter 9 / Section 14-9-605
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-605
Status: in_force

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand or to receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
O.C.G.A. § 14-4-81 — GA Code / Title 14 / Chapter 4 / Section 14-4-81
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-81
Status: in_force

(a) In all cases where a charter of any corporation incorporated by an Act of the General Assembly or by a certificate of the Secretary of State has expired and such corporation has continued in business in ignorance of such expiration, such charter may be revived in the same manner as original charters are procured from the Secretary of State at any time within ten years from the date of expiration, provided that a majority of the stockholders of the corporation at a regular or special meeting, notice of the purpose of the meeting having been given to the stockholders, shall have adopted a resolution asking for such revival and stating that all the stockholders shall be bound by the resolution.

(a) In all cases where a charter of any corporation incorporated by an Act of the General Assembly or by a certificate of the Secretary of State has expired and such corporation has continued in business in ignorance of such expiration, such charter may be revived in the same manner as original charters are procured from the Secretary of State at any time within ten years from the date of expiration, provided that a majority of the stockholders of the corporation at a regular or special meeting, notice of the purpose of the meeting having been given to the stockholders, shall have adopted a resolution asking for such revival and stating that all the stockholders shall be bound by the resolution.

(b) Upon the issuance by the Secretary of State of a certificate reviving the corporation, all the property and other rights of the corporation shall continue in the corporation as so revived and the acts of such corporation in the period between the date of expiration and date of revival shall be thereby confirmed and held as the acts of the original corporation so revived. The corporation shall continue from the date of issuance of the certificate by the Secretary of State for the full period allowed by law for such corporations.

(b) Upon the issuance by the Secretary of State of a certificate reviving the corporation, all the property and other rights of the corporation shall continue in the corporation as so revived and the acts of such corporation in the period between the date of expiration and date of revival shall be thereby confirmed and held as the acts of the original corporation so revived. The corporation shall continue from the date of issuance of the certificate by the Secretary of State for the full period allowed by law for such corporations.
O.C.G.A. § 14-9a-5 — GA Code / Title 14 / Chapter 9A / Section 14-9a-5
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-5
Status: in_force

(a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20 , provided the certificate sets forth: (1) The amount of the original contribution of each limited partner and the time when the contribution was made; and (2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

(a) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with Code Section 14-9A-20 , provided the certificate sets forth:

(1) The amount of the original contribution of each limited partner and the time when the contribution was made; and

(1) The amount of the original contribution of each limited partner and the time when the contribution was made; and

(2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

(2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

(b) A limited partnership formed under any statute of this state prior to the adoption of this article, until or unless it becomes a limited partnership under this article, shall continue to be governed by Article 2 of this chapter, except that such partnership shall not be renewed unless so provided in the original agreement.

(b) A limited partnership formed under any statute of this state prior to the adoption of this article, until or unless it becomes a limited partnership under this article, shall continue to be governed by Article 2 of this chapter, except that such partnership shall not be renewed unless so provided in the original agreement.
O.C.G.A. § 14-3-122 — GA Code / Title 14 / Chapter 3 / Section 14-3-122
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-122
Status: in_force

The Secretary of State shall collect the following fees when the documents described in this Code section are delivered for filing:

Document

Fee

(1)

Articles of incorporation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

$ 100.00

(2)

Application for certificate of authority․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

225.00

(3)

Annual registration․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

30.00

(4)

Penalty for late filing of annual registration․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

25.00

(5)

Agent's statement of resignation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

No fee

(6)

Certificate of judicial dissolution․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

No fee

(7)

Articles of dissolution or intent to dissolve․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

No fee

(8)

Application of withdrawal․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

No fee

(9)

Application for reservation of a corporate name․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

25.00

(10)

Statement of change of address of registered agent

․․․․․․․․․․ $5.00 per corporation but not less than․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

20.00

(11)

Application for reinstatement․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

250.00

(12)

Certificate of conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

95.00

(13)

Any other document required or permitted to be filed by this chapter․․․․․․․․․․․․

20.00
O.C.G.A. § 14-3-501 — GA Code / Title 14 / Chapter 3 / Section 14-3-501
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-501
Status: in_force

Each corporation must continuously maintain in this state:

(1) A registered office with the same address as that of the registered agent; and

(1) A registered office with the same address as that of the registered agent; and

(2) A registered agent, who may be: (A) A person who resides in this state and whose office is identical with the registered office; (B) A domestic corporation, business corporation, or domestic limited liability company formed under this title whose office is identical with the registered office; or (C) A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose office is identical with the registered office.

(2) A registered agent, who may be:

(A) A person who resides in this state and whose office is identical with the registered office;

(A) A person who resides in this state and whose office is identical with the registered office;

(B) A domestic corporation, business corporation, or domestic limited liability company formed under this title whose office is identical with the registered office; or

(B) A domestic corporation, business corporation, or domestic limited liability company formed under this title whose office is identical with the registered office; or

(C) A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose office is identical with the registered office.

(C) A foreign corporation, foreign business corporation, or foreign limited liability company authorized to transact business in this state whose office is identical with the registered office.
O.C.G.A. § 14-3-810 — GA Code / Title 14 / Chapter 3 / Section 14-3-810
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-810
Status: in_force

(a) The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831 , or the director has been subjected to sanction for participation in a “director's conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860 ; and (2) Removal is in the best interest of the corporation.

(a) The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that:

(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831 , or the director has been subjected to sanction for participation in a “director's conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860 ; and

(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831 , or the director has been subjected to sanction for participation in a “director's conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860 ; and

(2) Removal is in the best interest of the corporation.

(2) Removal is in the best interest of the corporation.

(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

(c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.

(c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.
O.C.G.A. § 14-3-1410 — GA Code / Title 14 / Chapter 3 / Section 14-3-1410
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1410
Status: in_force

The dissolution of a corporation in any manner, except by a decree of the superior court when the court has supervised the liquidation of the assets and business of the corporation as provided in Code Sections 14-3-1430 and 14-3-1433 , shall not take away or impair any remedy available to such corporation or its directors, officers, or members for any right or claim existing prior to such dissolution if an action or other proceeding thereon is pending on the date of such dissolution or is commenced within two years after the date of such dissolution. Any such action or proceeding by the corporation may be prosecuted by the corporation in its corporate name. The members, directors, and officers shall have the power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.
O.C.G.A. § 14-9a-80 — GA Code / Title 14 / Chapter 9A / Section 14-9a-80
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-80
Status: in_force

A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against, or liability to, the partnership.
O.C.G.A. § 14-5-46 — GA Code / Title 14 / Chapter 5 / Section 14-5-46
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-46
Status: in_force

All deeds of conveyance executed before April 1, 1969, or thereafter for any lots of land within this state to any person or persons, to any church or religious society, or to trustees for the use of any church or religious society for the purpose of erecting churches or meeting houses shall be deemed to be valid and available in law for the intents, uses, and purposes contained in the deeds of conveyance. All lots of land so conveyed shall be fully and absolutely vested in such church or religious society or in their respective trustees for the uses and purposes expressed in the deed to be held by them or their trustees for their use by succession, according to the mode of church government or rules of discipline exercised by such churches or religious societies.
O.C.G.A. § 14-8-47 — GA Code / Title 14 / Chapter 8 / Section 14-8-47
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-47
Status: in_force

(a) If the Secretary of State finds that an application for a certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-8-52 have been paid, the Secretary of State shall: (1) Stamp or otherwise endorse his or her official title and the date and time of receipt on the application; (2) File in his or her 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 a certificate of authority conforms to law and all requisite fees and any penalty due pursuant to Code Section 14-8-52 have been paid, the Secretary of State 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 in his or her office a copy of the application; and

(2) File in his or her 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 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 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 liability 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. § 14-3-620 — GA Code / Title 14 / Chapter 3 / Section 14-3-620
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-620
Status: in_force

(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, although the articles or bylaws may require reasonable notice before the resignation is effective.

(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, although the articles or bylaws may require reasonable notice before the resignation is effective.

(b) This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

(b) This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.
O.C.G.A. § 14-3-1022 — GA Code / Title 14 / Chapter 3 / Section 14-3-1022
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1022
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 bylaws 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 bylaws 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 bylaws, 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 bylaws, 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 bylaws, 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 bylaws, 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. § 14-11-202 — GA Code / Title 14 / Chapter 11 / Section 14-11-202
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-202
Status: in_force

Each limited liability company formed in this state shall have the same powers as any person has to do all things necessary to carry out its purpose, business, and affairs.
O.C.G.A. § 14-2-125 — GA Code / Title 14 / Chapter 2 / Section 14-2-125
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-125
Status: in_force

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120 , the Secretary of State shall file it.

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section 14-2-120 , the Secretary of State shall file it.

(b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-2-503 and 14-2-1510 , the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative.

(b) The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections 14-2-503 and 14-2-1510 , the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative.

(c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal.

(c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal.

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

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

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

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

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

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

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

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
O.C.G.A. § 14-11-605 — GA Code / Title 14 / Chapter 11 / Section 14-11-605
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-605
Status: in_force

(a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 , its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members.

(a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 , its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members.

(b) To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced: (1) Against the limited liability company, to the extent of its undistributed assets; or (2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her. As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members.

(b) To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced:

(1) Against the limited liability company, to the extent of its undistributed assets; or

(1) Against the limited liability company, to the extent of its undistributed assets; or

(2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her.

(2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her.

As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members.
O.C.G.A. § 14-11-211 — GA Code / Title 14 / Chapter 11 / Section 14-11-211
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-211
Status: in_force

(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document: (1) Contains an incorrect statement; or (2) Was defectively executed.

(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document:

(1) Contains an incorrect statement; or

(1) Contains an incorrect statement; or

(2) Was defectively executed.

(2) Was defectively executed.

(b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles to the Secretary of State for filing.

(b) A document is corrected:

(1) By preparing articles of correction that: (A) Describe the document (including its filing date); (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and

(1) By preparing articles of correction that:

(A) Describe the document (including its filing date);

(A) Describe the document (including its filing date);

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(C) Correct the incorrect statement or defective execution; and

(C) Correct the incorrect statement or defective execution; and

(2) By delivering the articles to the Secretary of State for filing.

(2) By delivering the articles to the Secretary of State for filing.

(c) Articles of correction that are filed by the Secretary of State are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

(c) Articles of correction that are filed by the Secretary of State are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
O.C.G.A. § 14-9-1202 — GA Code / Title 14 / Chapter 9 / Section 14-9-1202
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1202
Status: in_force

(a) This chapter shall not apply to limited partnerships existing before July 1 of the year in which this chapter becomes effective except as provided in Code Section 14-9-1201 .

(a) This chapter shall not apply to limited partnerships existing before July 1 of the year in which this chapter becomes effective except as provided in Code Section 14-9-1201 .

(b) This chapter shall not be construed so as to impair, or otherwise affect, the organization or the continued existence of a limited partnership existing before July 1 of the year in which this chapter becomes effective. This chapter shall not be construed so as to impair any contract or to affect any action or proceedings begun or right accrued before July 1 of the year in which this chapter becomes effective.

(b) This chapter shall not be construed so as to impair, or otherwise affect, the organization or the continued existence of a limited partnership existing before July 1 of the year in which this chapter becomes effective. This chapter shall not be construed so as to impair any contract or to affect any action or proceedings begun or right accrued before July 1 of the year in which this chapter becomes effective.
O.C.G.A. § 14-2-729 — GA Code / Title 14 / Chapter 2 / Section 14-2-729
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-729
Status: in_force

The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
O.C.G.A. § 14-9a-110 — GA Code / Title 14 / Chapter 9A / Section 14-9a-110
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-110
Status: in_force

(a) This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited partnerships subject to Article 1 of this chapter or Chapter 9 of this title.

(a) This article is applicable only to limited partnerships which were in existence on February 15, 1952, and which have not become limited partnerships subject to Article 1 of this chapter or Chapter 9 of this title.

(b) No limited partnership continuing existence under this article shall be renewed pursuant to this article unless such renewal is provided for in the original agreement.

(b) No limited partnership continuing existence under this article shall be renewed pursuant to this article unless such renewal is provided for in the original agreement.

(c) Except as otherwise provided in this Code section, this article shall have no force or effect after February 15, 1952, and no limited partnership shall be formed pursuant to this article after said date.

(c) Except as otherwise provided in this Code section, this article shall have no force or effect after February 15, 1952, and no limited partnership shall be formed pursuant to this article after said date.
O.C.G.A. § 14-8-27 — GA Code / Title 14 / Chapter 8 / Section 14-8-27
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-27
Status: in_force

(a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part.

(a) Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part.

(b) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(b) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(c) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account pursuant to Code Section 14-8-43 from the date only of the last account agreed to by all the partners.

(c) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account pursuant to Code Section 14-8-43 from the date only of the last account agreed to by all the partners.
O.C.G.A. § 14-2-621 — GA Code / Title 14 / Chapter 2 / Section 14-2-621
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-621
Status: reserved

(a) The powers granted in this Code section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(a) The powers granted in this Code section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable, and the authorization by the board of directors of the issuance of shares constitutes such determination.

(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable, and the authorization by the board of directors of the issuance of shares constitutes such determination.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.

(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.
O.C.G.A. § 14-2-729-1 — GA Code / Title 14 / Chapter 2 / Section 14-2-729-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-729.1
Status: in_force

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

(b) The inspectors shall: (1) Ascertain the number of shares outstanding and the voting power of each; (2) Determine the shares represented at a meeting; (3) Determine the validity of proxies and ballots; (4) Count all votes; and (5) Determine the result.

(b) The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting;

(2) Determine the shares represented at a meeting;

(3) Determine the validity of proxies and ballots;

(3) Determine the validity of proxies and ballots;

(4) Count all votes; and

(4) Count all votes; and

(5) Determine the result.

(5) Determine the result.

(c) An inspector may be an officer or employee of the corporation.

(c) An inspector may be an officer or employee of the corporation.
O.C.G.A. § 14-11-1013 — GA Code / Title 14 / Chapter 11 / Section 14-11-1013
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1013
Status: in_force

No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the limited liability company action was taken, regardless of whether notice of the limited liability company action and of the right of dissent was given by the limited liability company in compliance with the provisions of Code Section 14-11-1003 and Code Section 14-11-1005 .
O.C.G.A. § 14-8-53 — GA Code / Title 14 / Chapter 8 / Section 14-8-53
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-53
Status: in_force

(a) A foreign limited liability partnership may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-8-52 . The foreign limited liability partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

(a) A foreign limited liability partnership may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-8-52 . The foreign limited liability partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(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. § 14-3-130 — GA Code / Title 14 / Chapter 3 / Section 14-3-130
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-130
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter.
O.C.G.A. § 14-2-913 — GA Code / Title 14 / Chapter 2 / Section 14-2-913
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-913
Status: in_force

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

(b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Code Section 14-2-910 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them; provided, however, that in the case of a gift, the purchase shall be at a price and upon terms which are agreed upon by the parties, or if no agreement is reached, then at the fair value of the shares and upon terms as determined by a court in accordance with standards set forth in Code Section 14-2-942 . To exercise its option, the corporation must give the transferee written notice within 30 days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.

(b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Code Section 14-2-910 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them; provided, however, that in the case of a gift, the purchase shall be at a price and upon terms which are agreed upon by the parties, or if no agreement is reached, then at the fair value of the shares and upon terms as determined by a court in accordance with standards set forth in Code Section 14-2-942 . To exercise its option, the corporation must give the transferee written notice within 30 days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
O.C.G.A. § 14-11-310 — GA Code / Title 14 / Chapter 11 / Section 14-11-310
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-310
Status: in_force

(a) Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager: (1) Meetings of managers may be called by any manager; (2) At least two days' notice of any meeting of managers shall be given by any manager calling the meeting; (3) Managers may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A manager participating in a meeting by this means is deemed to be present in person at the meeting; (4) A majority in number of managers shall constitute a quorum for a meeting of managers; and (5) The act of a majority of managers at a meeting of managers at which a quorum is present shall be required for managers to take action on any matter where a vote of managers is required.

(a) Except as otherwise provided in the articles of organization or a written operating agreement, if the limited liability company has more than one manager:

(1) Meetings of managers may be called by any manager;

(1) Meetings of managers may be called by any manager;

(2) At least two days' notice of any meeting of managers shall be given by any manager calling the meeting;

(2) At least two days' notice of any meeting of managers shall be given by any manager calling the meeting;

(3) Managers may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A manager participating in a meeting by this means is deemed to be present in person at the meeting;

(3) Managers may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A manager participating in a meeting by this means is deemed to be present in person at the meeting;

(4) A majority in number of managers shall constitute a quorum for a meeting of managers; and

(4) A majority in number of managers shall constitute a quorum for a meeting of managers; and

(5) The act of a majority of managers at a meeting of managers at which a quorum is present shall be required for managers to take action on any matter where a vote of managers is required.

(5) The act of a majority of managers at a meeting of managers at which a quorum is present shall be required for managers to take action on any matter where a vote of managers is required.

(b) Unless otherwise provided in the articles of organization or a written operating agreement: (1) Meetings of members may be called by at least 25 percent of the members; (2) At least two days' notice of all meetings of members shall be given by the members authorized to call meetings; (3) Members may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting; (4) A majority of the members shall constitute a quorum for a meeting of members; and (5) Except as otherwise provided in this chapter, the act of a majority of members present at a meeting at which a quorum is present shall be required to take action on any matter where a vote of members is required.

(b) Unless otherwise provided in the articles of organization or a written operating agreement:

(1) Meetings of members may be called by at least 25 percent of the members;

(1) Meetings of members may be called by at least 25 percent of the members;

(2) At least two days' notice of all meetings of members shall be given by the members authorized to call meetings;

(2) At least two days' notice of all meetings of members shall be given by the members authorized to call meetings;

(3) Members may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting;

(3) Members may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting;

(4) A majority of the members shall constitute a quorum for a meeting of members; and

(4) A majority of the members shall constitute a quorum for a meeting of members; and

(5) Except as otherwise provided in this chapter, the act of a majority of members present at a meeting at which a quorum is present shall be required to take action on any matter where a vote of members is required.

(5) Except as otherwise provided in this chapter, the act of a majority of members present at a meeting at which a quorum is present shall be required to take action on any matter where a vote of members is required.
O.C.G.A. § 14-2-207 — GA Code / Title 14 / Chapter 2 / Section 14-2-207
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-207
Status: in_force

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors.

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(1) Binds the corporation; and

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

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

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

(d) An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
O.C.G.A. § 14-11-1009 — GA Code / Title 14 / Chapter 11 / Section 14-11-1009
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1009
Status: in_force

(a) If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the limited liability company shall return the deposited certificates and release the transfer restrictions imposed on uncertificated membership interests.

(a) If the limited liability company does not take the proposed action within 60 days after the date set for demanding payment and depositing membership interest certificates, the limited liability company shall return the deposited certificates and release the transfer restrictions imposed on uncertificated membership interests.

(b) If, after returning deposited certificates and releasing transfer restrictions, the limited liability company takes the proposed action, it must send a new dissenters' notice under Code Section 14-11-1005 and repeat the payment demand procedure.

(b) If, after returning deposited certificates and releasing transfer restrictions, the limited liability company takes the proposed action, it must send a new dissenters' notice under Code Section 14-11-1005 and repeat the payment demand procedure.
O.C.G.A. § 14-9-503 — GA Code / Title 14 / Chapter 9 / Section 14-9-503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-503
Status: in_force

All deductions, credits, income, gains, losses, and distributions of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, all allocations shall be made on the basis of the amount, as stated in the partnership records required to be kept pursuant to Code Section 14-9-105 , of the contributions made by each partner to the extent that they have been received by the partnership and have not been returned.
O.C.G.A. § 14-2-1507 — GA Code / Title 14 / Chapter 2 / Section 14-2-1507
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1507
Status: in_force

Each foreign corporation authorized to transact business in this state must continuously maintain in this state:

(1) A registered office that may be the same as any of its places of business; and

(1) A registered office that may be the same as any of its places of business; and

(2) A registered agent, who may be: (A) An individual who resides in this state and whose business office is identical with the registered office; (B) A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or (C) A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.

(2) A registered agent, who may be:

(A) An individual who resides in this state and whose business office is identical with the registered office;

(A) An individual who resides in this state and whose business office is identical with the registered office;

(B) A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or

(B) A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or

(C) A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.

(C) A foreign corporation, foreign or nonprofit corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.
O.C.G.A. § 14-3-824 — GA Code / Title 14 / Chapter 3 / Section 14-3-824
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-824
Status: in_force

(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the corporation has a fixed board size; or (2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of:

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(2) A majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.

(b) The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this Code section.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this chapter, the articles, or the bylaws require the vote of a greater number of directors.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;

(1) The director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;

(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

(e) The right of dissent or abstention is not available to a director who votes in favor of the action taken.

(e) The right of dissent or abstention is not available to a director who votes in favor of the action taken.

(f) No director shall vote by proxy at a meeting of the board of directors.

(f) No director shall vote by proxy at a meeting of the board of directors.
O.C.G.A. § 14-5-3 — GA Code / Title 14 / Chapter 5 / Section 14-5-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-3
Status: in_force

In all cases of private charters granted to corporations since January 1, 1863, the state reserves the right to withdraw the franchise unless such right is expressly negatived in the charter.
O.C.G.A. § 14-9-901 — GA Code / Title 14 / Chapter 9 / Section 14-9-901
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-901
Status: in_force

Subject to the Constitution of this state:

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

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

(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between those laws and the laws of this state.

(2) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between those laws and the laws of this state.
O.C.G.A. § 14-3-840 — GA Code / Title 14 / Chapter 3 / Section 14-3-840
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-840
Status: in_force

(a) A corporation shall have a chief executive officer, a secretary, and a chief financial officer, provided that the articles of incorporation or bylaws may designate other titles in lieu of or in addition to chief executive officer or chief financial officer. The corporation may have additional officers as described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.

(a) A corporation shall have a chief executive officer, a secretary, and a chief financial officer, provided that the articles of incorporation or bylaws may designate other titles in lieu of or in addition to chief executive officer or chief financial officer. The corporation may have additional officers as described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.

(b) A corporation may have an executive director. Unless the corporation's articles or bylaws state otherwise, the executive director shall be an officer of the corporation.

(b) A corporation may have an executive director. Unless the corporation's articles or bylaws state otherwise, the executive director shall be an officer of the corporation.

(c) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.

(c) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the articles or bylaws or the board of directors.

(d) The articles, bylaws, or board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(d) The articles, bylaws, or board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(e) Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation, except that the offices of chief executive officer and secretary shall not be held by the same individual.

(e) Unless otherwise provided in the articles or bylaws, the same individual may simultaneously hold more than one office in a corporation, except that the offices of chief executive officer and secretary shall not be held by the same individual.

(f) The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws, and in such case any document required or permitted by any law of this state to be signed by the chief executive officer, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.

(f) The officers of a corporation may be designated by such titles as may be provided in the articles or the bylaws, and in such case any document required or permitted by any law of this state to be signed by the chief executive officer, secretary, or any other named officer of a corporation may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.
O.C.G.A. § 14-2-704 — GA Code / Title 14 / Chapter 2 / Section 14-2-704
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-704
Status: in_force

(a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action or, if so provided in the articles of incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action or, if so provided in the articles of incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) No written consent signed under this Code section shall be valid unless: (1) The consenting shareholder has been furnished the same material that, under this chapter, would have been required to be sent to shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action, including notice of any applicable dissenters' rights as provided in Code Section 14-2-1320 ; or (2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.

(b) No written consent signed under this Code section shall be valid unless:

(1) The consenting shareholder has been furnished the same material that, under this chapter, would have been required to be sent to shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action, including notice of any applicable dissenters' rights as provided in Code Section 14-2-1320 ; or

(1) The consenting shareholder has been furnished the same material that, under this chapter, would have been required to be sent to shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action, including notice of any applicable dissenters' rights as provided in Code Section 14-2-1320 ; or

(2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.

(2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.

(c) If the articles of incorporation give the shareholders the right to cumulate their votes, action with respect to any election of directors may be taken without a meeting only by written consent signed by all the shareholders entitled to vote on the election of directors.

(c) If the articles of incorporation give the shareholders the right to cumulate their votes, action with respect to any election of directors may be taken without a meeting only by written consent signed by all the shareholders entitled to vote on the election of directors.

(d) If not otherwise fixed under Code Section 14-2-703 or Code Section 14-2-707 , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date appearing on a consent delivered to the corporation in the manner required by this Code section, evidence of written consents signed by shareholders sufficient to act by written consent are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take corporate action.

(d) If not otherwise fixed under Code Section 14-2-703 or Code Section 14-2-707 , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date appearing on a consent delivered to the corporation in the manner required by this Code section, evidence of written consents signed by shareholders sufficient to act by written consent are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take corporate action.

(e) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. A consent delivered to the corporation shall become effective on the date of delivery of the last consent required to take action under subsection (d) of this Code section or such later date as it may provide.

(e) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. A consent delivered to the corporation shall become effective on the date of delivery of the last consent required to take action under subsection (d) of this Code section or such later date as it may provide.

(f) If action is taken under this Code section by less than all of the shareholders entitled to vote on the action, all voting shareholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the material described in paragraph (1) of subsection (b) of this Code section, not more than ten days after the taking of action without a meeting.

(f) If action is taken under this Code section by less than all of the shareholders entitled to vote on the action, all voting shareholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the material described in paragraph (1) of subsection (b) of this Code section, not more than ten days after the taking of action without a meeting.

(g) If this chapter requires that notice of action by shareholders be given to nonvoting shareholders and the action is taken by voting shareholders without a meeting, the corporation must give its nonvoting shareholders written notice of the action not more than ten days after the taking of action without a meeting. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

(g) If this chapter requires that notice of action by shareholders be given to nonvoting shareholders and the action is taken by voting shareholders without a meeting, the corporation must give its nonvoting shareholders written notice of the action not more than ten days after the taking of action without a meeting. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

(h) An electronic transmission which is transmitted by a shareholder that evidences a shareholder's consent, requests or demands an action to be taken by the corporation, or provides notice to the corporation under this chapter shall be deemed to be written, signed, and dated for the purposes of this chapter, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine: (1) That the electronic transmission was transmitted by the shareholder; and (2) The date on which such shareholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.

(h) An electronic transmission which is transmitted by a shareholder that evidences a shareholder's consent, requests or demands an action to be taken by the corporation, or provides notice to the corporation under this chapter shall be deemed to be written, signed, and dated for the purposes of this chapter, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine:

(1) That the electronic transmission was transmitted by the shareholder; and

(1) That the electronic transmission was transmitted by the shareholder; and

(2) The date on which such shareholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.

(2) The date on which such shareholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.
O.C.G.A. § 14-2-1113 — GA Code / Title 14 / Chapter 2 / Section 14-2-1113
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1113
Status: repealed

(a) The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements are applicable to the corporation. Such a bylaw may be adopted at any time in the manner provided in this chapter and shall apply to any business combination approved or recommended by the board of directors after the date of the bylaw's adoption. Such a bylaw shall be irrevocable except as provided in subsection (b) of this Code section. Neither the adoption nor the failure to adopt such a bylaw shall constitute grounds for any cause of action against any of the directors of the corporation.

(a) The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements are applicable to the corporation. Such a bylaw may be adopted at any time in the manner provided in this chapter and shall apply to any business combination approved or recommended by the board of directors after the date of the bylaw's adoption. Such a bylaw shall be irrevocable except as provided in subsection (b) of this Code section. Neither the adoption nor the failure to adopt such a bylaw shall constitute grounds for any cause of action against any of the directors of the corporation.

(b) Any bylaw adopted as provided in subsection (a) of this Code section may only be repealed by the affirmative vote of at least two-thirds of the continuing directors and a majority of the votes entitled to be cast by voting shares of the corporation, other than shares beneficially owned by any interested shareholder and affiliates and associates of any interested shareholder, in addition to any other vote required by the articles of incorporation or bylaws to amend the bylaws. Once the bylaw has been repealed in accordance with this subsection, the corporation shall not thereafter be entitled to adopt the bylaw in accordance with subsection (a) of this Code section.

(b) Any bylaw adopted as provided in subsection (a) of this Code section may only be repealed by the affirmative vote of at least two-thirds of the continuing directors and a majority of the votes entitled to be cast by voting shares of the corporation, other than shares beneficially owned by any interested shareholder and affiliates and associates of any interested shareholder, in addition to any other vote required by the articles of incorporation or bylaws to amend the bylaws. Once the bylaw has been repealed in accordance with this subsection, the corporation shall not thereafter be entitled to adopt the bylaw in accordance with subsection (a) of this Code section.

(c) The requirement of Code Section 14-2-1111 shall never apply to business combinations with an interested shareholder or its affiliates if, during the three-year period immediately preceding the consummation of the business combination, the interested shareholder has not at any time during such period: (1) Ceased to be an interested shareholder; or (2) Increased its percentage ownership of any class or series of common or preferred shares of the corporation by more than 1 percent in any 12 month period.

(c) The requirement of Code Section 14-2-1111 shall never apply to business combinations with an interested shareholder or its affiliates if, during the three-year period immediately preceding the consummation of the business combination, the interested shareholder has not at any time during such period:

(1) Ceased to be an interested shareholder; or

(1) Ceased to be an interested shareholder; or

(2) Increased its percentage ownership of any class or series of common or preferred shares of the corporation by more than 1 percent in any 12 month period.

(2) Increased its percentage ownership of any class or series of common or preferred shares of the corporation by more than 1 percent in any 12 month period.

(d) Nothing contained in this part shall be deemed to limit in any manner a corporation's right to include in its articles of incorporation or bylaws any provision regarding the approval of business combinations which would not otherwise be prohibited by this article.

(d) Nothing contained in this part shall be deemed to limit in any manner a corporation's right to include in its articles of incorporation or bylaws any provision regarding the approval of business combinations which would not otherwise be prohibited by this article.
O.C.G.A. § 14-2-917 — GA Code / Title 14 / Chapter 2 / Section 14-2-917
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-917
Status: in_force

(a) The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided in subsection (b) of this Code section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.

(a) The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided in subsection (b) of this Code section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.

(b) The court may assess all or a portion of the total costs of the proceedings: (1) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or (2) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last purchase offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.

(b) The court may assess all or a portion of the total costs of the proceedings:

(1) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or

(1) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or

(2) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last purchase offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.

(2) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last purchase offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.
O.C.G.A. § 14-3-120-1 — GA Code / Title 14 / Chapter 3 / Section 14-3-120-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-120.1
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. § 14-9-705 — GA Code / Title 14 / Chapter 9 / Section 14-9-705
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-705
Status: in_force

(a) If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

(a) If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

(b) The estate of a deceased partner or the successor of a partner that is a dissolved or terminated corporation, trust, or other entity shall be liable for all of the partner's liabilities as a partner.

(b) The estate of a deceased partner or the successor of a partner that is a dissolved or terminated corporation, trust, or other entity shall be liable for all of the partner's liabilities as a partner.