O.C.G.A. § 14-8-36 — GA Code / Title 14 / Chapter 8 / Section 14-8-36
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-36
Status: in_force

(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(b) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor, and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(b) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor, and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who knowing of the agreement, and without the consent of the partners whose obligations have been assumed, consents to a material alteration in the nature or time of payment of such obligations.

(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who knowing of the agreement, and without the consent of the partners whose obligations have been assumed, consents to a material alteration in the nature or time of payment of such obligations.

(d) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which he or she was liable under Code Section 14-8-15 , but subject to the prior payment of his or her separate debts.

(d) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while the deceased partner was a partner and for which he or she was liable under Code Section 14-8-15 , but subject to the prior payment of his or her separate debts.
O.C.G.A. § 14-2-203 — GA Code / Title 14 / Chapter 2 / Section 14-2-203
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-203
Status: in_force

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

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

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

(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
O.C.G.A. § 14-11-1005 — GA Code / Title 14 / Chapter 11 / Section 14-11-1005
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1005
Status: in_force

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is authorized at a members' meeting, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of Code Section 14-11-1004 .

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is authorized at a members' meeting, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of Code Section 14-11-1004 .

(b) The dissenters' notice must be sent no later than ten days after the limited liability company action was taken and must: (1) State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited; (2) Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received; (3) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and (4) Be accompanied by a copy of this article.

(b) The dissenters' notice must be sent no later than ten days after the limited liability company action was taken and must:

(1) State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited;

(1) State where the payment demand must be sent and where and when certificates for certificated membership interests must be deposited;

(2) Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received;

(2) Inform holders of uncertificated membership interests to what extent transfer of the membership interests will be restricted after the payment demand is received;

(3) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and

(3) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and

(4) Be accompanied by a copy of this article.

(4) Be accompanied by a copy of this article.
O.C.G.A. § 14-2-1107 — GA Code / Title 14 / Chapter 2 / Section 14-2-1107
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1107
Status: in_force

(a) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated; (3) The foreign corporation complies with Code Section 14-2-1105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and (4) Each domestic corporation complies with the applicable provisions of Code Sections 14-2-1101 through 14-2-1104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Code Section 14-2-1105 .

(a) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:

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

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

(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(3) The foreign corporation complies with Code Section 14-2-1105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(3) The foreign corporation complies with Code Section 14-2-1105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(4) Each domestic corporation complies with the applicable provisions of Code Sections 14-2-1101 through 14-2-1104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Code Section 14-2-1105 .

(4) Each domestic corporation complies with the applicable provisions of Code Sections 14-2-1101 through 14-2-1104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Code Section 14-2-1105 .

(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed: (1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and (2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13 of this chapter.

(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:

(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13 of this chapter.

(2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13 of this chapter.

(c) This Code section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.

(c) This Code section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
O.C.G.A. § 14-2-855 — GA Code / Title 14 / Chapter 2 / Section 14-2-855
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-855
Status: in_force

(a) A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in Code Section 14-2-851 .

(a) A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because he or she has met the relevant standard of conduct set forth in Code Section 14-2-851 .

(b) The determination shall be made: (1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; (2) By special legal counsel: (A) Selected in the manner prescribed in paragraph (1) of this subsection; or (B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or (3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

(b) The determination shall be made:

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

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

(2) By special legal counsel: (A) Selected in the manner prescribed in paragraph (1) of this subsection; or (B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or

(2) By special legal counsel:

(A) Selected in the manner prescribed in paragraph (1) of this subsection; or

(A) Selected in the manner prescribed in paragraph (1) of this subsection; or

(B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or

(B) If there are fewer than two disinterested directors, selected by the board of directors (in which selection directors who do not qualify as disinterested directors may participate); or

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.

(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph (b) (2) (B) of this Code section to select special legal counsel.

(c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subparagraph (b) (2) (B) of this Code section to select special legal counsel.
O.C.G.A. § 14-3-744 — GA Code / Title 14 / Chapter 3 / Section 14-3-744
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-744
Status: in_force

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(3) The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.
O.C.G.A. § 14-3-1422 — GA Code / Title 14 / Chapter 3 / Section 14-3-1422
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1422
Status: in_force

(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall: (1) Recite the name of the corporation and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; (3) Either be executed by the registered agent or an officer of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or member, or an heir, successor, or assign of a person who was an officer, director, or member, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement; (4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and (5) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-3-122 .

(a) A corporation administratively dissolved under Code Section 14-3-1421 may apply to the Secretary of State for reinstatement within five years after the effective date of such dissolution. The application shall:

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) Either be executed by the registered agent or an officer of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or member, or an heir, successor, or assign of a person who was an officer, director, or member, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;

(3) Either be executed by the registered agent or an officer of the corporation, in each case as set forth in the most recent annual registration of the corporation filed with the Secretary of State, or be accompanied by a notarized statement, executed by a person who was an officer, director, or member, or an heir, successor, or assign of a person who was an officer, director, or member, of the corporation at the time that the corporation was administratively dissolved, stating that such person or decedent was an officer, director, or member of the corporation at the time of administrative dissolution and such person has knowledge of and assents to the application for reinstatement;

(4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and

(4) Contain a statement by the corporation reciting that all taxes owed by the corporation have been paid; and

(5) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-3-122 .

(5) Be accompanied by the fee required for the application for reinstatement contained in Code Section 14-3-122 .

(b) The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-3-1421 for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner.

(b) The Secretary of State shall reserve the name of a corporation administratively dissolved under Code Section 14-3-1421 for such corporation's specific use for a period of five years after the effective date of the dissolution or until the corporation is reinstated, whichever is sooner.

(c) If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and deliver a copy to the corporation under Code Section 14-3-125 .

(c) If the Secretary of State determines that the application contains the information required by subsection (a) of this Code section and that the information is correct, the Secretary of State shall prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and deliver a copy to the corporation under Code Section 14-3-125 .

(d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

(d) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

(e) This Code section shall apply to all corporations administratively dissolved under Code Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.

(e) This Code section shall apply to all corporations administratively dissolved under Code Section 14-3-1421 or any similar former statute, regardless of the date of dissolution.
O.C.G.A. § 14-4-140 — GA Code / Title 14 / Chapter 4 / Section 14-4-140
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-140
Status: in_force

Any two or more corporations incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, may merge into a single corporation or enter into a share exchange in the manner set forth in Article 11 of Chapter 2 of this title.
O.C.G.A. § 14-2-1108 — GA Code / Title 14 / Chapter 2 / Section 14-2-1108
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1108
Status: in_force

(a) Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by the Secretary of State under provisions other than this chapter, may merge or engage in a share exchange with corporations that are subject to this chapter.

(a) Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by the Secretary of State under provisions other than this chapter, may merge or engage in a share exchange with corporations that are subject to this chapter.

(b) Each merging or exchanging corporation shall comply with all the provisions of this chapter relating to mergers or share exchanges, as the case may be, except that, if the laws which govern a merging or exchanging corporation chartered by the Secretary of State under provisions other than the provisions of this chapter contain provisions relating to merger or share exchange which conflict with this chapter, that corporation shall follow the provisions of the laws to which it is subject.

(b) Each merging or exchanging corporation shall comply with all the provisions of this chapter relating to mergers or share exchanges, as the case may be, except that, if the laws which govern a merging or exchanging corporation chartered by the Secretary of State under provisions other than the provisions of this chapter contain provisions relating to merger or share exchange which conflict with this chapter, that corporation shall follow the provisions of the laws to which it is subject.

(c) If the surviving corporation in a merger is to be one which could be organized under this chapter, the time and effectiveness and the effect of the merger shall be as provided in this chapter. If the surviving corporation is to be one which could not be organized under this chapter, the time of effectiveness and the effect of the merger shall be as provided in this chapter except insofar as the laws of this state to which the surviving corporation shall be subject otherwise provide.

(c) If the surviving corporation in a merger is to be one which could be organized under this chapter, the time and effectiveness and the effect of the merger shall be as provided in this chapter. If the surviving corporation is to be one which could not be organized under this chapter, the time of effectiveness and the effect of the merger shall be as provided in this chapter except insofar as the laws of this state to which the surviving corporation shall be subject otherwise provide.
O.C.G.A. § 14-8-33 — GA Code / Title 14 / Chapter 8 / Section 14-8-33
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-33
Status: in_force

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(1) With respect to the partners, as declared in Code Section 14-8-34 ; and

(1) With respect to the partners, as declared in Code Section 14-8-34 ; and

(2) With respect to persons not partners, as declared in Code Section 14-8-35 .

(2) With respect to persons not partners, as declared in Code Section 14-8-35 .
O.C.G.A. § 14-2-1509 — GA Code / Title 14 / Chapter 2 / Section 14-2-1509
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1509
Status: in_force

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

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

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

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

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

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.
O.C.G.A. § 14-9a-90 — GA Code / Title 14 / Chapter 9A / Section 14-9a-90
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-90
Status: in_force

The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:

(1) Under a right to do so stated in the certificate required under Code Section 14-9A-20 ; or

(1) Under a right to do so stated in the certificate required under Code Section 14-9A-20 ; or

(2) With the consent of all members.

(2) With the consent of all members.
O.C.G.A. § 14-9-1104 — GA Code / Title 14 / Chapter 9 / Section 14-9-1104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1104
Status: in_force

The Secretary of State's duty to file documents under this chapter 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. § 14-11-101 — GA Code / Title 14 / Chapter 11 / Section 14-11-101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-101
Status: in_force

As used in this chapter, unless the context otherwise requires, the term:

(1) “Articles of organization” means the articles filed under Code Section 14-11-203 and such articles as amended or restated.

(1) “Articles of organization” means the articles filed under Code Section 14-11-203 and such articles as amended or restated.

(2) “Business entity” means a limited liability company, a foreign limited liability company, a limited partnership, a foreign limited partnership, a general partnership, a corporation, or a foreign corporation.

(2) “Business entity” means a limited liability company, a foreign limited liability company, a limited partnership, a foreign limited partnership, a general partnership, a corporation, or a foreign corporation.

(3) “Conflicting interest” with respect to a limited liability company means the interest a member or manager of the limited liability company has respecting a transaction effected or proposed to be effected by the limited liability company (or by a person in which the limited liability company has a controlling interest), with respect to which the member or manager has the power to act or vote, if: (A) Whether or not the transaction is brought before the members or managers responsible for the decision, as the case may be, of the limited liability company for action, to the knowledge of the member or manager at the time of commitment, he or she or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the member or manager or a related person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction; or (B) The transaction is brought (or is of such character and significance to the limited liability company that it would in the normal course be brought) before the members or managers responsible for the decision, as the case may be, of the limited liability company for action and, to the knowledge of the member or manager at the time of commitment, any of the following persons is either a party to the transaction or has a beneficial financial interest so closely linked to the transaction and of such financial significance to that person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction: an entity (other than the limited liability company) of which the member or manager is a director, general partner, member, manager, agent, or employee; an entity that controls, is controlled by, or is under common control with one or more of the entities specified in the preceding clause; or an individual who is a general partner, principal, or employer of the member or manager.

(3) “Conflicting interest” with respect to a limited liability company means the interest a member or manager of the limited liability company has respecting a transaction effected or proposed to be effected by the limited liability company (or by a person in which the limited liability company has a controlling interest), with respect to which the member or manager has the power to act or vote, if:

(A) Whether or not the transaction is brought before the members or managers responsible for the decision, as the case may be, of the limited liability company for action, to the knowledge of the member or manager at the time of commitment, he or she or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the member or manager or a related person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction; or

(A) Whether or not the transaction is brought before the members or managers responsible for the decision, as the case may be, of the limited liability company for action, to the knowledge of the member or manager at the time of commitment, he or she or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the member or manager or a related person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction; or

(B) The transaction is brought (or is of such character and significance to the limited liability company that it would in the normal course be brought) before the members or managers responsible for the decision, as the case may be, of the limited liability company for action and, to the knowledge of the member or manager at the time of commitment, any of the following persons is either a party to the transaction or has a beneficial financial interest so closely linked to the transaction and of such financial significance to that person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction: an entity (other than the limited liability company) of which the member or manager is a director, general partner, member, manager, agent, or employee; an entity that controls, is controlled by, or is under common control with one or more of the entities specified in the preceding clause; or an individual who is a general partner, principal, or employer of the member or manager.

(B) The transaction is brought (or is of such character and significance to the limited liability company that it would in the normal course be brought) before the members or managers responsible for the decision, as the case may be, of the limited liability company for action and, to the knowledge of the member or manager at the time of commitment, any of the following persons is either a party to the transaction or has a beneficial financial interest so closely linked to the transaction and of such financial significance to that person that it would reasonably be expected to exert an influence on the member or manager's judgment if he or she were called upon to vote on the transaction: an entity (other than the limited liability company) of which the member or manager is a director, general partner, member, manager, agent, or employee; an entity that controls, is controlled by, or is under common control with one or more of the entities specified in the preceding clause; or an individual who is a general partner, principal, or employer of the member or manager.

(4) “Contribution” means a contribution to the capital of a limited liability company authorized by Code Section 14-11-401 .

(4) “Contribution” means a contribution to the capital of a limited liability company authorized by Code Section 14-11-401 .

(5) “Corporation” means a corporation incorporated under Chapter 2 of this title.

(5) “Corporation” means a corporation incorporated under Chapter 2 of this title.

(6) “Distribution” means a direct or indirect transfer of money or other property (except its own limited liability company interests) by a limited liability company to or for the benefit of its members or their assignees in respect of any of its limited liability company interests. A distribution may be in the form of a transfer of money or other property; a purchase, redemption, or other acquisition of a limited liability company interest; a distribution of indebtedness; or otherwise.

(6) “Distribution” means a direct or indirect transfer of money or other property (except its own limited liability company interests) by a limited liability company to or for the benefit of its members or their assignees in respect of any of its limited liability company interests. A distribution may be in the form of a transfer of money or other property; a purchase, redemption, or other acquisition of a limited liability company interest; a distribution of indebtedness; or otherwise.

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

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

(7) “Event of dissociation” means an event that causes a person to cease to be a member, as provided in Code Section 14-11-601 or 14-11-601.1 .

(7) “Event of dissociation” means an event that causes a person to cease to be a member, as provided in Code Section 14-11-601 or 14-11-601.1 .

(8) “Foreign corporation” means a corporation for profit formed under the laws of a jurisdiction other than this state.

(8) “Foreign corporation” means a corporation for profit formed under the laws of a jurisdiction other than this state.

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

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

(10) “Foreign limited partnership” means a limited partnership formed under the laws of a jurisdiction other than this state.

(10) “Foreign limited partnership” means a limited partnership formed under the laws of a jurisdiction other than this state.

(11) “General partnership” means a partnership (other than a limited partnership) existing under the laws of this state or the laws of any other jurisdiction.

(11) “General partnership” means a partnership (other than a limited partnership) existing under the laws of this state or the laws of any other jurisdiction.

(12) “ Limited liability company ” means a limited liability company formed under this chapter.

(12) “ Limited liability company ” means a limited liability company formed under this chapter.

(13) “Limited liability company interest” means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions.

(13) “Limited liability company interest” means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions.

(14) “Limited partnership” means a limited partnership formed under the laws of this state.

(14) “Limited partnership” means a limited partnership formed under the laws of this state.

(15) “Manager” means a person in whom management is vested in accordance with subsection (b) of Code Section 14-11-304 .

(15) “Manager” means a person in whom management is vested in accordance with subsection (b) of Code Section 14-11-304 .

(16) “Member” means a person who has been admitted to a limited liability company as a member as provided in Code Section 14-11-505 and who has not ceased to be a member as provided in Code Section 14-11-601 or 14-11-601.1 .

(16) “Member” means a person who has been admitted to a limited liability company as a member as provided in Code Section 14-11-505 and who has not ceased to be a member as provided in Code Section 14-11-601 or 14-11-601.1 .

(17) “Member or manager's conflicting interest transaction” with respect to a limited liability company means a transaction effected or proposed to be effected by the limited liability company (or by a person in which the limited liability company has a controlling interest) respecting which a member or manager of the limited liability company having the power to act or vote has a conflicting interest.

(17) “Member or manager's conflicting interest transaction” with respect to a limited liability company means a transaction effected or proposed to be effected by the limited liability company (or by a person in which the limited liability company has a controlling interest) respecting which a member or manager of the limited liability company having the power to act or vote has a conflicting interest.

(18) “ Operating agreement ” means any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company. In the case of a limited liability company with only one member, a writing signed by that member stating that it is intended to be a written operating agreement shall constitute a written operating agreement and shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. A limited liability company is not required to execute its operating agreement and, except as otherwise provided in the operating agreement, is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may provide enforceable rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.

(18) “ Operating agreement ” means any agreement, written or oral, of the member or members as to the conduct of the business and affairs of a limited liability company. In the case of a limited liability company with only one member, a writing signed by that member stating that it is intended to be a written operating agreement shall constitute a written operating agreement and shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. A limited liability company is not required to execute its operating agreement and, except as otherwise provided in the operating agreement, is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may provide enforceable rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein.

(19) “Person” means an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.

(19) “Person” means an individual, business entity, business trust, estate, trust, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.

(20) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(20) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(21) “Related person” of a member or manager means: (A) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the member or manager or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary; or (B) A trust, estate, incompetent, conservator, or minor of which the member or manager is a fiduciary.

(21) “Related person” of a member or manager means:

(A) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the member or manager or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary; or

(A) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the member or manager or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary; or

(B) A trust, estate, incompetent, conservator, or minor of which the member or manager is a fiduciary.

(B) A trust, estate, incompetent, conservator, or minor of which the member or manager is a fiduciary.

(22) “Required disclosure” means disclosure by the member or manager who has a conflicting interest of (A) the existence and nature of his or her conflicting interest, and (B) all facts known to him or her respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment as to whether or not to proceed with the transaction.

(22) “Required disclosure” means disclosure by the member or manager who has a conflicting interest of (A) the existence and nature of his or her conflicting interest, and (B) all facts known to him or her respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment as to whether or not to proceed with the transaction.

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

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

(24) “Time of commitment” respecting a member's or manager's conflicting interest transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the limited liability company (or the person in which it has a controlling interest) becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.

(24) “Time of commitment” respecting a member's or manager's conflicting interest transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the limited liability company (or the person in which it has a controlling interest) becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.
O.C.G.A. § 14-11-302 — GA Code / Title 14 / Chapter 11 / Section 14-11-302
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-302
Status: in_force

Limitations on the authority of any or all members or managers that are set forth in a limited liability company's articles of organization shall be conclusively presumed in favor of the limited liability company and against a grantee of the limited liability company, or a person claiming through such grantee, with respect to limited liability company real property located in a county of this state if a copy of the articles of organization certified by the Secretary of State is filed in the office of the clerk of the superior court of the county where the real property is located and recorded in the book kept by such clerk for statements of partnership pursuant to Code Section 14-8-10.1 .
O.C.G.A. § 14-9a-25 — GA Code / Title 14 / Chapter 9A / Section 14-9a-25
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-25
Status: in_force

(a) The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such.

(a) The certificate required under Code Section 14-9A-20 shall be canceled when the partnership is dissolved or all limited partners cease to be such.

(b) A certificate shall be amended when: (1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner; (2) A person is substituted as a limited partner; (3) An additional limited partner is admitted; (4) A person is admitted as a general partner; (5) A general partner retires, dies, or becomes insane and the business is continued under Code Section 14-9A-90 ; (6) There is a change in the character of the business of the partnership; (7) There is a false or erroneous statement in the certificate; (8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution; (9) A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or (10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

(b) A certificate shall be amended when:

(1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;

(1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;

(2) A person is substituted as a limited partner;

(2) A person is substituted as a limited partner;

(3) An additional limited partner is admitted;

(3) An additional limited partner is admitted;

(4) A person is admitted as a general partner;

(4) A person is admitted as a general partner;

(5) A general partner retires, dies, or becomes insane and the business is continued under Code Section 14-9A-90 ;

(5) A general partner retires, dies, or becomes insane and the business is continued under Code Section 14-9A-90 ;

(6) There is a change in the character of the business of the partnership;

(6) There is a change in the character of the business of the partnership;

(7) There is a false or erroneous statement in the certificate;

(7) There is a false or erroneous statement in the certificate;

(8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;

(8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;

(9) A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or

(9) A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been specified in the certificate; or

(10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

(10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
O.C.G.A. § 14-2-1110 — GA Code / Title 14 / Chapter 2 / Section 14-2-1110
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1110
Status: in_force

As used in this part, the term:

(1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified person.

(1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a specified person.

(2) “Announcement date” means the date of the first general public announcement of the proposal of the business combination.

(2) “Announcement date” means the date of the first general public announcement of the proposal of the business combination.

(3) “Associate,” when used to indicate a relationship with any person, means: (A) Any corporation or organization, other than the corporation or a subsidiary of the corporation, of which such person is an officer, director, or partner or is the beneficial owner of 10 percent or more of any class of equity securities; (B) Any trust or other estate in which such person has a beneficial interest of 10 percent or more or as to which such person serves as trustee or in a similar fiduciary capacity; and (C) Any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

(3) “Associate,” when used to indicate a relationship with any person, means:

(A) Any corporation or organization, other than the corporation or a subsidiary of the corporation, of which such person is an officer, director, or partner or is the beneficial owner of 10 percent or more of any class of equity securities;

(A) Any corporation or organization, other than the corporation or a subsidiary of the corporation, of which such person is an officer, director, or partner or is the beneficial owner of 10 percent or more of any class of equity securities;

(B) Any trust or other estate in which such person has a beneficial interest of 10 percent or more or as to which such person serves as trustee or in a similar fiduciary capacity; and

(B) Any trust or other estate in which such person has a beneficial interest of 10 percent or more or as to which such person serves as trustee or in a similar fiduciary capacity; and

(C) Any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

(C) Any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

(4) “Beneficial owner” means a person shall be considered to be the beneficial owner of any equity securities: (A) Which such person or any of such person's affiliates or associates owns, directly or indirectly; (B) Which such person or any of such person's affiliates or associates, directly or indirectly, has: (i) The right to acquire, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (ii) The right to vote pursuant to any agreement, arrangement, or understanding; or (C) Which are owned, directly or indirectly, by any other person with which such person or any of such person's affiliates or associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of equity securities; provided, however, that a person shall not be considered to be a beneficial owner of any equity securities which (i) have been tendered pursuant to a tender or exchange offer made by such person or such person's affiliates or associates until such tendered stock is accepted for purchase or exchange or (ii) such person or such person's affiliates or associates have the right to vote pursuant to any agreement, arrangement, or understanding if the agreement, arrangement, or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons.

(4) “Beneficial owner” means a person shall be considered to be the beneficial owner of any equity securities:

(A) Which such person or any of such person's affiliates or associates owns, directly or indirectly;

(A) Which such person or any of such person's affiliates or associates owns, directly or indirectly;

(B) Which such person or any of such person's affiliates or associates, directly or indirectly, has: (i) The right to acquire, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (ii) The right to vote pursuant to any agreement, arrangement, or understanding; or

(B) Which such person or any of such person's affiliates or associates, directly or indirectly, has:

(i) The right to acquire, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or

(i) The right to acquire, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or

(ii) The right to vote pursuant to any agreement, arrangement, or understanding; or

(ii) The right to vote pursuant to any agreement, arrangement, or understanding; or

(C) Which are owned, directly or indirectly, by any other person with which such person or any of such person's affiliates or associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of equity securities; provided, however, that a person shall not be considered to be a beneficial owner of any equity securities which (i) have been tendered pursuant to a tender or exchange offer made by such person or such person's affiliates or associates until such tendered stock is accepted for purchase or exchange or (ii) such person or such person's affiliates or associates have the right to vote pursuant to any agreement, arrangement, or understanding if the agreement, arrangement, or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons.

(C) Which are owned, directly or indirectly, by any other person with which such person or any of such person's affiliates or associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of equity securities; provided, however, that a person shall not be considered to be a beneficial owner of any equity securities which (i) have been tendered pursuant to a tender or exchange offer made by such person or such person's affiliates or associates until such tendered stock is accepted for purchase or exchange or (ii) such person or such person's affiliates or associates have the right to vote pursuant to any agreement, arrangement, or understanding if the agreement, arrangement, or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons.

(5) “Business combination” means: (A) Any merger of the corporation or any subsidiary with: (i) Any interested shareholder; or (ii) Any other corporation, whether or not itself an interested shareholder, which is, or after the merger would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction; (B) Any share exchange with (i) any interested shareholder or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the share exchange would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction; (C) Any sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or in a series of transactions in any 12 month period, to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation's most recently ended fiscal quarter of 10 percent or more of the net assets of the corporation as of the end of such fiscal quarter; (D) The issuance or transfer by the corporation, or any subsidiary, in one transaction or a series of transactions in any 12 month period, of any equity securities of the corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the corporation whose shares are being issued to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares; (E) The adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested shareholder or any affiliate of any interested shareholder; or (F) Any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger of the corporation with any of its subsidiaries, or any share exchange with any of its subsidiaries, which has the effect, directly or indirectly, in one transaction or a series of transactions in any 12 month period, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder.

(5) “Business combination” means:

(A) Any merger of the corporation or any subsidiary with: (i) Any interested shareholder; or (ii) Any other corporation, whether or not itself an interested shareholder, which is, or after the merger would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(A) Any merger of the corporation or any subsidiary with:

(i) Any interested shareholder; or

(i) Any interested shareholder; or

(ii) Any other corporation, whether or not itself an interested shareholder, which is, or after the merger would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(ii) Any other corporation, whether or not itself an interested shareholder, which is, or after the merger would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(B) Any share exchange with (i) any interested shareholder or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the share exchange would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(B) Any share exchange with (i) any interested shareholder or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the share exchange would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(C) Any sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or in a series of transactions in any 12 month period, to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation's most recently ended fiscal quarter of 10 percent or more of the net assets of the corporation as of the end of such fiscal quarter;

(C) Any sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or in a series of transactions in any 12 month period, to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation's most recently ended fiscal quarter of 10 percent or more of the net assets of the corporation as of the end of such fiscal quarter;

(D) The issuance or transfer by the corporation, or any subsidiary, in one transaction or a series of transactions in any 12 month period, of any equity securities of the corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the corporation whose shares are being issued to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares;

(D) The issuance or transfer by the corporation, or any subsidiary, in one transaction or a series of transactions in any 12 month period, of any equity securities of the corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the corporation whose shares are being issued to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares;

(E) The adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested shareholder or any affiliate of any interested shareholder; or

(E) The adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested shareholder or any affiliate of any interested shareholder; or

(F) Any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger of the corporation with any of its subsidiaries, or any share exchange with any of its subsidiaries, which has the effect, directly or indirectly, in one transaction or a series of transactions in any 12 month period, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder.

(F) Any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger of the corporation with any of its subsidiaries, or any share exchange with any of its subsidiaries, which has the effect, directly or indirectly, in one transaction or a series of transactions in any 12 month period, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder.

(6) “Continuing director” means any member of the board of directors who is not an affiliate or associate of an interested shareholder or any of its affiliates, other than the corporation or any of its subsidiaries, and who was a director of the corporation prior to the determination date, and any successor to such continuing director who is not an affiliate or an associate of an interested shareholder or any of its affiliates, other than the corporation or its subsidiaries, and is recommended or elected by a majority of all of the continuing directors.

(6) “Continuing director” means any member of the board of directors who is not an affiliate or associate of an interested shareholder or any of its affiliates, other than the corporation or any of its subsidiaries, and who was a director of the corporation prior to the determination date, and any successor to such continuing director who is not an affiliate or an associate of an interested shareholder or any of its affiliates, other than the corporation or its subsidiaries, and is recommended or elected by a majority of all of the continuing directors.

(7) “Control,” including the terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of shares representing 10 percent or more of the votes entitled to be cast by a corporation's voting shares shall create an irrebuttable presumption of control.

(7) “Control,” including the terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of shares representing 10 percent or more of the votes entitled to be cast by a corporation's voting shares shall create an irrebuttable presumption of control.

(8) “Corporation,” in addition to the definition contained in Code Section 14-2-140 , shall include any trust merging with a domestic corporation pursuant to Code Section 53-12-159 .

(8) “Corporation,” in addition to the definition contained in Code Section 14-2-140 , shall include any trust merging with a domestic corporation pursuant to Code Section 53-12-159 .

(9) “Determination date” means the date on which an interested shareholder first became an interested shareholder.

(9) “Determination date” means the date on which an interested shareholder first became an interested shareholder.

(10) “Fair market value” means: (A) In the case of securities, the highest closing sale price, during the period beginning with and including the determination date and for 29 days prior to such date, of such a security on the principal United States securities exchange registered under the Securities Exchange Act of 1934 1 on which such securities are listed, or, if such securities are not listed on any such exchange, the highest closing sales price or, if none is available, the average of the highest bid and asked prices reported with respect to such a security, in each case during the 30 day period referred to above, on the National Association of Securities Dealers, Inc., Automatic Quotation System, or any system then in use, or, if no such quotations are available, the fair market value on the date in question of such a security as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors; and (B) In the case of property other than securities, the fair market value of such property on the date in question as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors of the corporation.

(10) “Fair market value” means:

(A) In the case of securities, the highest closing sale price, during the period beginning with and including the determination date and for 29 days prior to such date, of such a security on the principal United States securities exchange registered under the Securities Exchange Act of 1934 1 on which such securities are listed, or, if such securities are not listed on any such exchange, the highest closing sales price or, if none is available, the average of the highest bid and asked prices reported with respect to such a security, in each case during the 30 day period referred to above, on the National Association of Securities Dealers, Inc., Automatic Quotation System, or any system then in use, or, if no such quotations are available, the fair market value on the date in question of such a security as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors; and

(A) In the case of securities, the highest closing sale price, during the period beginning with and including the determination date and for 29 days prior to such date, of such a security on the principal United States securities exchange registered under the Securities Exchange Act of 1934 1 on which such securities are listed, or, if such securities are not listed on any such exchange, the highest closing sales price or, if none is available, the average of the highest bid and asked prices reported with respect to such a security, in each case during the 30 day period referred to above, on the National Association of Securities Dealers, Inc., Automatic Quotation System, or any system then in use, or, if no such quotations are available, the fair market value on the date in question of such a security as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors; and

(B) In the case of property other than securities, the fair market value of such property on the date in question as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors of the corporation.

(B) In the case of property other than securities, the fair market value of such property on the date in question as determined in good faith at a duly called meeting of the board of directors by a majority of all of the continuing directors, or, if there are no continuing directors, by the entire board of directors of the corporation.

(11) “Interested shareholder” means any person, other than the corporation or its subsidiaries, that: (A) Is the beneficial owner of 10 percent or more of the voting power of the outstanding voting shares of the corporation; or (B) Is an affiliate of the corporation and, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10 percent or more of the voting power of the then outstanding voting shares of the corporation. For the purpose of determining whether a person is an interested shareholder, the number of voting shares deemed to be outstanding shall not include any unissued voting shares which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.

(11) “Interested shareholder” means any person, other than the corporation or its subsidiaries, that:

(A) Is the beneficial owner of 10 percent or more of the voting power of the outstanding voting shares of the corporation; or

(A) Is the beneficial owner of 10 percent or more of the voting power of the outstanding voting shares of the corporation; or

(B) Is an affiliate of the corporation and, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10 percent or more of the voting power of the then outstanding voting shares of the corporation.

(B) Is an affiliate of the corporation and, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10 percent or more of the voting power of the then outstanding voting shares of the corporation.

For the purpose of determining whether a person is an interested shareholder, the number of voting shares deemed to be outstanding shall not include any unissued voting shares which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.

(12) “Net assets” means the amount by which the total assets of a corporation exceed the total debts of the corporation.

(12) “Net assets” means the amount by which the total assets of a corporation exceed the total debts of the corporation.

(13) “Voting shares” means shares entitled to vote generally in the election of directors.

(13) “Voting shares” means shares entitled to vote generally in the election of directors.

1 15 U.S.C.A. § 78a et seq.
O.C.G.A. § 14-7-4 — GA Code / Title 14 / Chapter 7 / Section 14-7-4
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-4
Status: in_force

(a) A professional corporation may practice only one profession, but for the purpose of this chapter: (1) The practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit overlapping practices by members of those specific professions not inconsistent with the ethics of the professions involved; (2) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, physicians specializing in ophthalmology who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with optometrists who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize optometrists to attach the title “physician” to such optometrists' names or to the name of the professional corporation; (3) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, Doctors of Podiatric Medicine who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with any Doctors of Medicine or Doctors of Osteopathy who are practicing within their own scope of practice as established by law; and (4) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, chiropractors who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with physicians who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize chiropractors to attach the title “physician” to such chiropractors' names or to the name of the professional corporation.

(a) A professional corporation may practice only one profession, but for the purpose of this chapter:

(1) The practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit overlapping practices by members of those specific professions not inconsistent with the ethics of the professions involved;

(1) The practice of architecture, professional engineering, and land surveying shall be considered the practice of only one profession to the extent that existing laws permit overlapping practices by members of those specific professions not inconsistent with the ethics of the professions involved;

(2) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, physicians specializing in ophthalmology who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with optometrists who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize optometrists to attach the title “physician” to such optometrists' names or to the name of the professional corporation;

(2) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, physicians specializing in ophthalmology who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with optometrists who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize optometrists to attach the title “physician” to such optometrists' names or to the name of the professional corporation;

(3) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, Doctors of Podiatric Medicine who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with any Doctors of Medicine or Doctors of Osteopathy who are practicing within their own scope of practice as established by law; and

(3) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, Doctors of Podiatric Medicine who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with any Doctors of Medicine or Doctors of Osteopathy who are practicing within their own scope of practice as established by law; and

(4) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, chiropractors who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with physicians who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize chiropractors to attach the title “physician” to such chiropractors' names or to the name of the professional corporation.

(4) To the extent not inconsistent with the ethics of the professions involved or otherwise prohibited by law, chiropractors who are practicing within their scope of practice as established by law may organize and jointly own a professional corporation with physicians who are practicing within their scope of practice as established by law; provided, however, that nothing in this paragraph shall authorize chiropractors to attach the title “physician” to such chiropractors' names or to the name of the professional corporation.

(b) A professional corporation shall engage in the practice of a profession only through its officers, employees, and agents who are duly licensed or otherwise legally authorized to practice the profession in this state. This restriction shall not, however, prevent the corporation from employing unlicensed persons in capacities in which they are not rendering professional services to the public in the course of their employment.

(b) A professional corporation shall engage in the practice of a profession only through its officers, employees, and agents who are duly licensed or otherwise legally authorized to practice the profession in this state. This restriction shall not, however, prevent the corporation from employing unlicensed persons in capacities in which they are not rendering professional services to the public in the course of their employment.

(c) At least one member of the board of directors and the president of a professional corporation shall be licensed to practice the profession for which the corporation is organized. If the governing board of a professional corporation includes persons not so licensed, the corporation shall, by creation of a standing committee of the board or otherwise, vest the responsibility for decisions relating wholly to professional considerations in persons who are so licensed.

(c) At least one member of the board of directors and the president of a professional corporation shall be licensed to practice the profession for which the corporation is organized. If the governing board of a professional corporation includes persons not so licensed, the corporation shall, by creation of a standing committee of the board or otherwise, vest the responsibility for decisions relating wholly to professional considerations in persons who are so licensed.
O.C.G.A. § 14-9a-125 — GA Code / Title 14 / Chapter 9A / Section 14-9a-125
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-125
Status: in_force

In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.
O.C.G.A. § 14-11-407 — GA Code / Title 14 / Chapter 11 / Section 14-11-407
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-407
Status: in_force

(a) No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its debts as they become due in the usual course of business; or (2) The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or a written operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights, if any, of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(a) No distribution to a member, to an assignee, or with respect to the interest of a member as to which an event of dissociation has occurred may be made if, after giving effect to the distribution:

(1) The limited liability company would not be able to pay its debts as they become due in the usual course of business; or

(1) The limited liability company would not be able to pay its debts as they become due in the usual course of business; or

(2) The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or a written operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights, if any, of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(2) The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or a written operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights, if any, of other members upon dissolution that are superior to the rights of the member receiving the distribution.

(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this Code section either on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (2) A fair valuation or other method that is reasonable under the circumstances.

(b) The limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this Code section either on:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

(2) A fair valuation or other method that is reasonable under the circumstances.

(c) Except as provided in subsection (e) of this Code section, the effect of a distribution under subsection (a) of this Code section is measured: (1) In the case of distribution by purchase, redemption, or other acquisition of a limited liability company interest, as of the earlier of: (A) The date money or other property is transferred or debt incurred by the limited liability company; or (B) The date the member ceases to be a member with respect to the acquired limited liability company interest; (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) In all other cases, as of: (A) The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or (B) The date the payment is made if it occurs more than 120 days after the date of authorization.

(c) Except as provided in subsection (e) of this Code section, the effect of a distribution under subsection (a) of this Code section is measured:

(1) In the case of distribution by purchase, redemption, or other acquisition of a limited liability company interest, as of the earlier of: (A) The date money or other property is transferred or debt incurred by the limited liability company; or (B) The date the member ceases to be a member with respect to the acquired limited liability company interest;

(1) In the case of distribution by purchase, redemption, or other acquisition of a limited liability company interest, as of the earlier of:

(A) The date money or other property is transferred or debt incurred by the limited liability company; or

(A) The date money or other property is transferred or debt incurred by the limited liability company; or

(B) The date the member ceases to be a member with respect to the acquired limited liability company interest;

(B) The date the member ceases to be a member with respect to the acquired limited liability company interest;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of: (A) The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or (B) The date the payment is made if it occurs more than 120 days after the date of authorization.

(3) In all other cases, as of:

(A) The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or

(A) The date the distribution is authorized if payment occurs within 120 days after the date of authorization; or

(B) The date the payment is made if it occurs more than 120 days after the date of authorization.

(B) The date the payment is made if it occurs more than 120 days after the date of authorization.

(d) A limited liability company's indebtedness incurred by reason of a distribution made in accordance with this Code section is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement or except to the extent secured.

(d) A limited liability company's indebtedness incurred by reason of a distribution made in accordance with this Code section is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement or except to the extent secured.

(e) Indebtedness of a limited liability company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations made under subsection (a) of this Code section if its terms provide that payment of principal and interest is to be made only if, and to the extent that, payment of a distribution to members could then be made under this Code section, and if such indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.

(e) Indebtedness of a limited liability company, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations made under subsection (a) of this Code section if its terms provide that payment of principal and interest is to be made only if, and to the extent that, payment of a distribution to members could then be made under this Code section, and if such indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.
O.C.G.A. § 14-2-140 — GA Code / Title 14 / Chapter 2 / Section 14-2-140
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-140
Status: in_force

As used in this chapter, the term:

(1) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger.

(1) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger.

(2) “ Authorized shares ” means the shares of all classes a domestic or foreign corporation is authorized to issue.

(2) “ Authorized shares ” means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3) “ Conspicuous ” or “ conspicuously ” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color or typing in capitals or underlined is conspicuous.

(3) “ Conspicuous ” or “ conspicuously ” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color or typing in capitals or underlined is conspicuous.

(4) “ Corporation ” or “ domestic corporation ” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.

(4) “ Corporation ” or “ domestic corporation ” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.

(5) “ Deliver ” includes delivery by hand, mail, private carrier, and electronic transmission.

(5) “ Deliver ” includes delivery by hand, mail, private carrier, and electronic transmission.

(6) “ Distribution ” means a direct or indirect transfer of money or other property except its own shares or rights to acquire its own shares or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(6) “ Distribution ” means a direct or indirect transfer of money or other property except its own shares or rights to acquire its own shares or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(7) “Effective date of notice” is defined in Code Section 14-2-141 .

(7) “Effective date of notice” is defined in Code Section 14-2-141 .

(8) “ Electronic network ” means any medium for sending, receiving, and viewing electronic transmissions among persons.

(8) “ Electronic network ” means any medium for sending, receiving, and viewing electronic transmissions among persons.

(9) “ Electronic transmission ” or “ electronically transmitted ” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Electronic transmissions include, but are not limited to, telegraphs, telegrams, cablegrams, teletypes, email, and facsimile transmissions.

(9) “ Electronic transmission ” or “ electronically transmitted ” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Electronic transmissions include, but are not limited to, telegraphs, telegrams, cablegrams, teletypes, email, and facsimile transmissions.

(10) “ Employee ” includes an officer but not a director. A director may accept duties that make him or her also an employee.

(10) “ Employee ” includes an officer but not a director. A director may accept duties that make him or her also an employee.

(11) “ Entity ” includes corporation and foreign corporation; nonprofit corporation and foreign nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, trust, two or more persons having a joint or common economic interest; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; and state, United States, and foreign government.

(11) “ Entity ” includes corporation and foreign corporation; nonprofit corporation and foreign nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, trust, two or more persons having a joint or common economic interest; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; and state, United States, and foreign government.

(12) “ First class ” includes, when used with a reference to postage or mail, any class of postage or mail that is the equivalent of or better than first class under the then prevailing mail classifications.

(12) “ First class ” includes, when used with a reference to postage or mail, any class of postage or mail that is the equivalent of or better than first class under the then prevailing mail classifications.

(13) “ Foreign corporation ” means a corporation for profit, including, but not limited to, a benefit corporation, social purpose corporation, or a substantially similar entity, incorporated under a law other than the law of this state.

(13) “ Foreign corporation ” means a corporation for profit, including, but not limited to, a benefit corporation, social purpose corporation, or a substantially similar entity, incorporated under a law other than the law of this state.

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

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

(14) “ Governmental subdivision ” includes authority, county, district, and municipality.

(14) “ Governmental subdivision ” includes authority, county, district, and municipality.

(15) “Includes” denotes a partial definition.

(15) “Includes” denotes a partial definition.

(16) “ Individual ” includes the estate of an incompetent or deceased individual.

(16) “ Individual ” includes the estate of an incompetent or deceased individual.

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

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

(17) “ Mail ” means the United States mail.

(17) “ Mail ” means the United States mail.

(18) “Means” denotes an exhaustive definition.

(18) “Means” denotes an exhaustive definition.

(19) “ National securities exchange ” means any securities exchange or securities quotation system if the securities listed on that exchange or system are exempt from the registration requirements of Chapter 5 of Title 10, known as the “Georgia Uniform Securities Act of 2008,” pursuant to Code Section 10-5-10 or any successor provision.

(19) “ National securities exchange ” means any securities exchange or securities quotation system if the securities listed on that exchange or system are exempt from the registration requirements of Chapter 5 of Title 10, known as the “Georgia Uniform Securities Act of 2008,” pursuant to Code Section 10-5-10 or any successor provision.

(20) “Notice” is defined in Code Section 14-2-141 .

(20) “Notice” is defined in Code Section 14-2-141 .

(21) “ Person ” includes an individual and an entity.

(21) “ Person ” includes an individual and an entity.

(22) “ Principal office ” means the office in or out of this state so designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located.

(22) “ Principal office ” means the office in or out of this state so designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located.

(23) “ Proceeding ” includes civil suit and criminal, administrative, and investigatory action.

(23) “ Proceeding ” includes civil suit and criminal, administrative, and investigatory action.

(24) “ Record date ” means the date established under Article 6 or 7 of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(24) “ Record date ” means the date established under Article 6 or 7 of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(25) “ Secretary ” means the corporate officer to whom the board of directors has delegated responsibility under subsection (c) of Code Section 14-2-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(25) “ Secretary ” means the corporate officer to whom the board of directors has delegated responsibility under subsection (c) of Code Section 14-2-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(26) “ Share exchange ” means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with Code Section 14-2-1102 .

(26) “ Share exchange ” means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with Code Section 14-2-1102 .

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

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

(28) “ Shares ” means the units into which the proprietary interests in a corporation are divided.

(28) “ Shares ” means the units into which the proprietary interests in a corporation are divided.

(29) “ Sign ” or “ signature ” includes any manual, facsimile, conformed, or electronic signature.

(29) “ Sign ” or “ signature ” includes any manual, facsimile, conformed, or electronic signature.

(30) “State,” when referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession and their agencies and governmental subdivisions of the United States.

(30) “State,” when referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession and their agencies and governmental subdivisions of the United States.

(31) “ Subscriber ” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(31) “ Subscriber ” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(32) “ Treasury shares ” means shares of a corporation which have been issued and which subsequently have been acquired by the corporation if the articles of incorporation of such corporation provide that shares so acquired become treasury shares. Treasury shares shall be deemed to be issued shares but not outstanding shares.

(32) “ Treasury shares ” means shares of a corporation which have been issued and which subsequently have been acquired by the corporation if the articles of incorporation of such corporation provide that shares so acquired become treasury shares. Treasury shares shall be deemed to be issued shares but not outstanding shares.

(33) “ United States ” includes district, authority, bureau, commission, department, and any other agency of the United States.

(33) “ United States ” includes district, authority, bureau, commission, department, and any other agency of the United States.

(34) “ Voting group ” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

(34) “ Voting group ” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
O.C.G.A. § 14-2-1302 — GA Code / Title 14 / Chapter 2 / Section 14-2-1302
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1302
Status: in_force

(a) A record shareholder of the corporation is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If approval of the shareholders of the corporation is required for the merger by Code Section 14-2-1103 or the articles of incorporation and the shareholder is entitled to vote on the merger, unless: (i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104 ; (ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and (iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or (B) If the corporation is a subsidiary that is merged with its parent under Code Section 14-2-1104 ; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange of all or substantially all of the property of the corporation if a shareholder vote is required on the sale or exchange pursuant to Code Section 14-2-1202 , but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; (4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Code Section 14-2-604 ; (5) Consummation of an action described in subsection (a) or (b) of Code Section 14-2-1805 ; (6) Any corporate action taken pursuant to a shareholder vote to the extent that Article 9 of this chapter, the articles of incorporation, the bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or (7) Consummation of a division, as defined in Code Section 33-14-120 , to which the corporation is a party, provided any such appraisal is subject to the limitations of Code Section 33-14-127 .

(a) A record shareholder of the corporation is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party: (A) If approval of the shareholders of the corporation is required for the merger by Code Section 14-2-1103 or the articles of incorporation and the shareholder is entitled to vote on the merger, unless: (i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104 ; (ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and (iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or (B) If the corporation is a subsidiary that is merged with its parent under Code Section 14-2-1104 ;

(1) Consummation of a plan of merger to which the corporation is a party:

(A) If approval of the shareholders of the corporation is required for the merger by Code Section 14-2-1103 or the articles of incorporation and the shareholder is entitled to vote on the merger, unless: (i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104 ; (ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and (iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or

(A) If approval of the shareholders of the corporation is required for the merger by Code Section 14-2-1103 or the articles of incorporation and the shareholder is entitled to vote on the merger, unless:

(i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104 ;

(i) The corporation is merging into a subsidiary corporation pursuant to Code Section 14-2-1104 ;

(ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and

(ii) Each shareholder of the corporation whose shares were outstanding immediately prior to the effective time of the merger shall receive a like number of shares of the surviving corporation, with designations, preferences, limitations, and relative rights identical to those previously held by each shareholder; and

(iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or

(iii) The number and kind of shares of the surviving corporation outstanding immediately following the effective time of the merger, plus the number and kind of shares issuable as a result of the merger and by conversion of securities issued pursuant to the merger, shall not exceed the total number and kind of shares of the corporation authorized by its articles of incorporation immediately prior to the effective time of the merger; or

(B) If the corporation is a subsidiary that is merged with its parent under Code Section 14-2-1104 ;

(B) If the corporation is a subsidiary that is merged with its parent under Code Section 14-2-1104 ;

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;

(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;

(3) Consummation of a sale or exchange of all or substantially all of the property of the corporation if a shareholder vote is required on the sale or exchange pursuant to Code Section 14-2-1202 , but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(3) Consummation of a sale or exchange of all or substantially all of the property of the corporation if a shareholder vote is required on the sale or exchange pursuant to Code Section 14-2-1202 , but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Code Section 14-2-604 ;

(4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Code Section 14-2-604 ;

(5) Consummation of an action described in subsection (a) or (b) of Code Section 14-2-1805 ;

(5) Consummation of an action described in subsection (a) or (b) of Code Section 14-2-1805 ;

(6) Any corporate action taken pursuant to a shareholder vote to the extent that Article 9 of this chapter, the articles of incorporation, the bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or

(6) Any corporate action taken pursuant to a shareholder vote to the extent that Article 9 of this chapter, the articles of incorporation, the bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or

(7) Consummation of a division, as defined in Code Section 33-14-120 , to which the corporation is a party, provided any such appraisal is subject to the limitations of Code Section 33-14-127 .

(7) Consummation of a division, as defined in Code Section 33-14-120 , to which the corporation is a party, provided any such appraisal is subject to the limitations of Code Section 33-14-127 .

(b) A shareholder entitled to dissent and obtain payment for his or her shares under this article may not challenge the corporate action creating his or her entitlement unless the corporate action fails to comply with procedural requirements of this chapter or the articles of incorporation or bylaws of the corporation or the vote required to obtain approval of the corporate action was obtained by fraudulent and deceptive means, regardless of whether the shareholder has exercised dissenter's rights.

(b) A shareholder entitled to dissent and obtain payment for his or her shares under this article may not challenge the corporate action creating his or her entitlement unless the corporate action fails to comply with procedural requirements of this chapter or the articles of incorporation or bylaws of the corporation or the vote required to obtain approval of the corporate action was obtained by fraudulent and deceptive means, regardless of whether the shareholder has exercised dissenter's rights.

(c) Notwithstanding any other provision of this article, there shall be no right of dissent in favor of the holder of shares of any class or series which, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at a meeting at which a plan of merger or share exchange or a sale or exchange of property or an amendment of the articles of incorporation is to be acted on, were either listed on a national securities exchange or held of record by more than 2,000 shareholders, unless: (1) In the case of a plan of merger or share exchange, any holders of shares of the class or series are required under the plan of merger or share exchange to accept for their shares: (A) Anything except shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for scrip or cash payments in lieu of fractional shares; or (B) Any shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders that are different, in type or exchange ratio per share, from the shares to be provided or offered to any other holder of shares of the same class or series of shares in exchange for such shares; or (2) The articles of incorporation or a resolution of the board of directors approving the transaction provides otherwise.

(c) Notwithstanding any other provision of this article, there shall be no right of dissent in favor of the holder of shares of any class or series which, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at a meeting at which a plan of merger or share exchange or a sale or exchange of property or an amendment of the articles of incorporation is to be acted on, were either listed on a national securities exchange or held of record by more than 2,000 shareholders, unless:

(1) In the case of a plan of merger or share exchange, any holders of shares of the class or series are required under the plan of merger or share exchange to accept for their shares: (A) Anything except shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for scrip or cash payments in lieu of fractional shares; or (B) Any shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders that are different, in type or exchange ratio per share, from the shares to be provided or offered to any other holder of shares of the same class or series of shares in exchange for such shares; or

(1) In the case of a plan of merger or share exchange, any holders of shares of the class or series are required under the plan of merger or share exchange to accept for their shares:

(A) Anything except shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for scrip or cash payments in lieu of fractional shares; or

(A) Anything except shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for scrip or cash payments in lieu of fractional shares; or

(B) Any shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders that are different, in type or exchange ratio per share, from the shares to be provided or offered to any other holder of shares of the same class or series of shares in exchange for such shares; or

(B) Any shares of the surviving corporation or another publicly held corporation which at the effective date of the merger or share exchange are either listed on a national securities exchange or held of record by more than 2,000 shareholders that are different, in type or exchange ratio per share, from the shares to be provided or offered to any other holder of shares of the same class or series of shares in exchange for such shares; or

(2) The articles of incorporation or a resolution of the board of directors approving the transaction provides otherwise.

(2) The articles of incorporation or a resolution of the board of directors approving the transaction provides otherwise.
O.C.G.A. § 14-11-706 — GA Code / Title 14 / Chapter 11 / Section 14-11-706
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-706
Status: in_force

(a) A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.

(a) A foreign limited liability company authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-11-702 and 14-11-704 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section.

(b) If a foreign limited liability company authorized to transact business in this state converts into a foreign limited partnership: (1) The foreign limited liability company shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly.

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

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

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

(2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

(2) If such notice is timely given:

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

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

(B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

(B) The certificate of authority issued to such foreign limited liability company under this article shall constitute a certificate of authority issued under Code Section 14-11-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

The Secretary of State shall adjust its records accordingly.

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

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

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

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

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

(2) If such notice is timely given:

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

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

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

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

The Secretary of State shall adjust its records accordingly.
O.C.G.A. § 14-9-304 — GA Code / Title 14 / Chapter 9 / Section 14-9-304
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-304
Status: in_force

(a) Except as provided in subsection (b) of this Code section, and, as between the parties to the business enterprise, except as provided in their agreement, a person who makes a contribution to a business enterprise and erroneously believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any right of a limited partner, if, on ascertaining the mistake, he: (1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed in accordance with Code Sections 14-9-204 through 14-9-206 ; or (2) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth: (A) The name of the limited partnership; (B) The name and mailing address of the person signing the writing; (C) That the person signing the writing acquired a limited partnership interest in the partnership; (D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter; (ii) Instituted a proceeding pursuant to Code Section 14-9-205 , which proceeding has not been concluded; and (E) That the writing is being filed pursuant to paragraph (2) of subsection (a) of this Code section, and that the person signing the writing is claiming that he is not a general partner of the limited partnership named in the writing; or (3) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (3) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth the information described in subparagraphs (A) through (C) of paragraph (2) of this subsection and the following additional information: (A) That the person signing the writing has renounced future equity participation in the enterprise; and (B) That the writing is being filed pursuant to this paragraph, and that the person signing the writing is claiming status as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this subsection.

(a) Except as provided in subsection (b) of this Code section, and, as between the parties to the business enterprise, except as provided in their agreement, a person who makes a contribution to a business enterprise and erroneously believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any right of a limited partner, if, on ascertaining the mistake, he:

(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed in accordance with Code Sections 14-9-204 through 14-9-206 ; or

(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed in accordance with Code Sections 14-9-204 through 14-9-206 ; or

(2) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth: (A) The name of the limited partnership; (B) The name and mailing address of the person signing the writing; (C) That the person signing the writing acquired a limited partnership interest in the partnership; (D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter; (ii) Instituted a proceeding pursuant to Code Section 14-9-205 , which proceeding has not been concluded; and (E) That the writing is being filed pursuant to paragraph (2) of subsection (a) of this Code section, and that the person signing the writing is claiming that he is not a general partner of the limited partnership named in the writing; or

(2) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth:

(A) The name of the limited partnership;

(A) The name of the limited partnership;

(B) The name and mailing address of the person signing the writing;

(B) The name and mailing address of the person signing the writing;

(C) That the person signing the writing acquired a limited partnership interest in the partnership;

(C) That the person signing the writing acquired a limited partnership interest in the partnership;

(D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter; (ii) Instituted a proceeding pursuant to Code Section 14-9-205 , which proceeding has not been concluded; and

(D) That the person signing the writing has done one or both of the following:

(i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter;

(i) Requested a general partner of the limited partnership to file an accurate certificate of limited partnership required by this chapter;

(ii) Instituted a proceeding pursuant to Code Section 14-9-205 , which proceeding has not been concluded; and

(ii) Instituted a proceeding pursuant to Code Section 14-9-205 , which proceeding has not been concluded; and

(E) That the writing is being filed pursuant to paragraph (2) of subsection (a) of this Code section, and that the person signing the writing is claiming that he is not a general partner of the limited partnership named in the writing; or

(E) That the writing is being filed pursuant to paragraph (2) of subsection (a) of this Code section, and that the person signing the writing is claiming that he is not a general partner of the limited partnership named in the writing; or

(3) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (3) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth the information described in subparagraphs (A) through (C) of paragraph (2) of this subsection and the following additional information: (A) That the person signing the writing has renounced future equity participation in the enterprise; and (B) That the writing is being filed pursuant to this paragraph, and that the person signing the writing is claiming status as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this subsection.

(3) Files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (3) of Subsection (a) of Code Section 14-9-304 of the Official Code of Georgia Annotated” that sets forth the information described in subparagraphs (A) through (C) of paragraph (2) of this subsection and the following additional information:

(A) That the person signing the writing has renounced future equity participation in the enterprise; and

(A) That the person signing the writing has renounced future equity participation in the enterprise; and

(B) That the writing is being filed pursuant to this paragraph, and that the person signing the writing is claiming status as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this subsection.

(B) That the writing is being filed pursuant to this paragraph, and that the person signing the writing is claiming status as a limited partner of the enterprise for the period including and prior to the filing of the certificate pursuant to this subsection.

(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner, irrespective of whether the enterprise is a general partnership, to any third party who transacts business with the enterprise prior to the occurrence of the earliest of the events referred to in subsection (a) of this Code section: (1) If the contributor knew either that no certificate of limited partnership had been filed or that the certificate inaccurately referred to the contributor as a general partner; and (2) If the third party reasonably believed that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.

(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner, irrespective of whether the enterprise is a general partnership, to any third party who transacts business with the enterprise prior to the occurrence of the earliest of the events referred to in subsection (a) of this Code section:

(1) If the contributor knew either that no certificate of limited partnership had been filed or that the certificate inaccurately referred to the contributor as a general partner; and

(1) If the contributor knew either that no certificate of limited partnership had been filed or that the certificate inaccurately referred to the contributor as a general partner; and

(2) If the third party reasonably believed that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.

(2) If the third party reasonably believed that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.

(c) More than one party claiming limited partnership status under this Code section may sign the writing to be filed pursuant to subsection (a) of this Code section.

(c) More than one party claiming limited partnership status under this Code section may sign the writing to be filed pursuant to subsection (a) of this Code section.
O.C.G.A. § 14-2-842 — GA Code / Title 14 / Chapter 2 / Section 14-2-842
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-842
Status: in_force

(a) An officer shall perform his or her duties in good faith and with the degree of care which an ordinarily prudent person in a like position would use under similar circumstances.

(a) An officer shall perform his or her duties in good faith and with the degree of care which an ordinarily prudent person in a like position would use under similar circumstances.

(b) In performing his or her duties an officer may rely upon: (1) Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, statements provided by officers, employees, or agents of the corporation, legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.

(b) In performing his or her duties an officer may rely upon:

(1) Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and

(1) Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and

(2) Information, data, opinions, reports, statements provided by officers, employees, or agents of the corporation, legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.

(2) Information, data, opinions, reports, statements provided by officers, employees, or agents of the corporation, legal counsel, public accountants, investment bankers, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence.

(c) There shall be a presumption that the process an officer followed in arriving at decisions was done in good faith and that such officer has exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation of the standard of care of an officer in a like position under similar circumstances.

(c) There shall be a presumption that the process an officer followed in arriving at decisions was done in good faith and that such officer has exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation of the standard of care of an officer in a like position under similar circumstances.

(d) Nothing contained in this Code section shall: (1) In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (3) of subsection (c) of Code Section 14-2-864 , alter the burden of proving the fact or lack of fairness otherwise applicable; (2) Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a transactional interest under Code Section 14-2-864 ; (3) Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or (4) Deprive an officer of the applicability, effect, or protection of the business judgment rule.

(d) Nothing contained in this Code section shall:

(1) In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (3) of subsection (c) of Code Section 14-2-864 , alter the burden of proving the fact or lack of fairness otherwise applicable;

(1) In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (3) of subsection (c) of Code Section 14-2-864 , alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a transactional interest under Code Section 14-2-864 ;

(2) Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a transactional interest under Code Section 14-2-864 ;

(3) Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or

(3) Affect any rights to which the corporation or its shareholders may be entitled under another law of this state or of the United States; or

(4) Deprive an officer of the applicability, effect, or protection of the business judgment rule.

(4) Deprive an officer of the applicability, effect, or protection of the business judgment rule.
O.C.G.A. § 14-9-104 — GA Code / Title 14 / Chapter 9 / Section 14-9-104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-104
Status: in_force

(a) Each limited partnership shall continuously maintain in this state: (1) A registered office which may, but need not, be a place of its business in this state; and (2) A registered agent for service of process on the limited partnership. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.

(a) Each limited partnership shall continuously maintain in this state:

(1) A registered office which may, but need not, be a place of its business in this state; and

(1) A registered office which may, but need not, be a place of its business in this state; and

(2) A registered agent for service of process on the limited partnership. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.

(2) A registered agent for service of process on the limited partnership. The address of the business office of the registered agent shall be the same as the address of the registered office referred to in paragraph (1) of this subsection.

(b) An agent for service of process must be an individual resident of this state, a domestic corporation, professional corporation, or limited liability company, or a foreign corporation or limited liability company authorized to transact business in this state.

(b) An agent for service of process must be an individual resident of this state, a domestic corporation, professional corporation, or limited liability company, or a foreign corporation or limited liability company authorized to transact business in this state.

(c) A limited partnership may change its registered office or its registered agent by filing an amendment to its annual registration setting forth: (1) The name of the limited partnership; (2) The address of its then registered office; (3) If the address of its registered office is to be changed, the new address of the registered office; (4) The name or names of its then registered agent or agents; (5) If its registered agent or agents are to be changed, the name or names of its successor registered agent or agents and the written consent of each successor agent to his or her or its appointment; and (6) That the address of its registered office and the address of the business office of its registered agent or agents, as changed, will be identical.

(c) A limited partnership may change its registered office or its registered agent by filing an amendment to its annual registration setting forth:

(1) The name of the limited partnership;

(1) The name of the limited partnership;

(2) The address of its then registered office;

(2) The address of its then registered office;

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

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

(4) The name or names of its then registered agent or agents;

(4) The name or names of its then registered agent or agents;

(5) If its registered agent or agents are to be changed, the name or names of its successor registered agent or agents and the written consent of each successor agent to his or her or its appointment; and

(5) If its registered agent or agents are to be changed, the name or names of its successor registered agent or agents and the written consent of each successor agent to his or her or its appointment; and

(6) That the address of its registered office and the address of the business office of its registered agent or agents, as changed, will be identical.

(6) That the address of its registered office and the address of the business office of its registered agent or agents, as changed, will be identical.

(d) If the Secretary of State finds that such statement conforms to subsection (a) of this Code section, he or she shall file such statement in his or her office; and upon such filing the change of address of the registered office or the change of the registered agent or agents, or both, as the case may be, shall become effective.

(d) If the Secretary of State finds that such statement conforms to subsection (a) of this Code section, he or she shall file such statement in his or her office; and upon such filing the change of address of the registered office or the change of the registered agent or agents, or both, as the case may be, shall become effective.

(e) Any registered agent of a limited partnership may resign as such agent upon filing a written notice thereof with the Secretary of State. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State. There shall be attached to such notice an affidavit of such agent, if an individual, or of an officer thereof, if a corporation, that at least ten days prior to the date of filing such notice a written notice of the agent's intention to resign was mailed or delivered to the limited partnership for which such agent is acting. Upon such resignation becoming effective, the address of the business office of the resigned registered agent shall no longer be the address of the registered office of the limited partnership.

(e) Any registered agent of a limited partnership may resign as such agent upon filing a written notice thereof with the Secretary of State. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State. There shall be attached to such notice an affidavit of such agent, if an individual, or of an officer thereof, if a corporation, that at least ten days prior to the date of filing such notice a written notice of the agent's intention to resign was mailed or delivered to the limited partnership for which such agent is acting. Upon such resignation becoming effective, the address of the business office of the resigned registered agent shall no longer be the address of the registered office of the limited partnership.

(f) A registered agent may change his or her or its business address and the address of the registered office of any limited partnership of which he or she or it is a registered agent to another place within this state by filing a statement as required in subsection (c) of this Code section, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed or delivered to a representative or agent of each such limited partnership other than the notifying registered agent.

(f) A registered agent may change his or her or its business address and the address of the registered office of any limited partnership of which he or she or it is a registered agent to another place within this state by filing a statement as required in subsection (c) of this Code section, except that it need be signed only by the registered agent and need not be responsive to paragraph (5) of subsection (c) of this Code section and must recite that a copy of the statement has been mailed or delivered to a representative or agent of each such limited partnership other than the notifying registered agent.

(g) Whenever a limited partnership shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited partnership upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service a copy of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that he or she has forwarded by registered mail or statutory overnight delivery such process, service, or demand to the last registered office or agent listed on the records of the Secretary of State, that service cannot be effected at such office, and that it therefore appears that the limited partnership has failed either to maintain a registered office or appoint a registered agent in this state. Any such service by certification to the Secretary of State shall be answerable in not more than 30 days. The provisions of this subsection may be used notwithstanding any inconsistent provisions of Chapter 11 of Title 9.

(g) Whenever a limited partnership shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such limited partnership upon whom any process, notice, or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her or with any other person or persons designated by the Secretary of State to receive such service a copy of such process, notice, or demand. The plaintiff or his or her attorney shall certify in writing to the Secretary of State that he or she has forwarded by registered mail or statutory overnight delivery such process, service, or demand to the last registered office or agent listed on the records of the Secretary of State, that service cannot be effected at such office, and that it therefore appears that the limited partnership has failed either to maintain a registered office or appoint a registered agent in this state. Any such service by certification to the Secretary of State shall be answerable in not more than 30 days. The provisions of this subsection may be used notwithstanding any inconsistent provisions of Chapter 11 of Title 9.

(h) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.

(h) The Secretary of State shall keep a record of all processes, notices, and demands served upon him or her under this Code section and shall record therein the time of such service and his or her action with reference thereto.
O.C.G.A. § 14-9a-91 — GA Code / Title 14 / Chapter 9A / Section 14-9a-91
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-91
Status: in_force

(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners; (2) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions; (3) Those to limited partners in respect to the capital of their contributions; (4) Those to general partners other than for capital and profits; (5) Those to general partners in respect to profits; (6) Those to general partners in respect to capital.

(a) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:

(1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;

(1) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;

(2) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;

(2) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;

(3) Those to limited partners in respect to the capital of their contributions;

(3) Those to limited partners in respect to the capital of their contributions;

(4) Those to general partners other than for capital and profits;

(4) Those to general partners other than for capital and profits;

(5) Those to general partners in respect to profits;

(5) Those to general partners in respect to profits;

(6) Those to general partners in respect to capital.

(6) Those to general partners in respect to capital.

(b) Subject to any statement in the certificate required under Code Section 14-9A-20 or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.

(b) Subject to any statement in the certificate required under Code Section 14-9A-20 or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.
O.C.G.A. § 14-2-916 — GA Code / Title 14 / Chapter 2 / Section 14-2-916
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-916
Status: in_force

(a) If an offer to purchase shares made under Code Section 14-2-915 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the superior court of the county where the corporation's registered office is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

(a) If an offer to purchase shares made under Code Section 14-2-915 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the superior court of the county where the corporation's registered office is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

(b) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with standards set forth in Code Section 14-2-942 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.

(b) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with standards set forth in Code Section 14-2-942 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.

(c) After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

(c) After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

(d) If the corporation or other purchaser does not make a payment required by the court's order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.

(d) If the corporation or other purchaser does not make a payment required by the court's order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.

(e) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.

(e) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.
O.C.G.A. § 14-2-852 — GA Code / Title 14 / Chapter 2 / Section 14-2-852
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-852
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
O.C.G.A. § 14-2-1325 — GA Code / Title 14 / Chapter 2 / Section 14-2-1325
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1325
Status: in_force

(a) Except as provided in Code Section 14-2-1327 , within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.

(a) Except as provided in Code Section 14-2-1327 , within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.

(b) The offer of payment must be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) A statement of the corporation's estimate of the fair value of the shares; (3) An explanation of how the interest was calculated; (4) A statement of the dissenter's right to demand payment under Code Section 14-2-1327 ; and (5) A copy of this article.

(b) The offer of payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(1) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) A statement of the corporation's estimate of the fair value of the shares;

(2) A statement of the corporation's estimate of the fair value of the shares;

(3) An explanation of how the interest was calculated;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand payment under Code Section 14-2-1327 ; and

(4) A statement of the dissenter's right to demand payment under Code Section 14-2-1327 ; and

(5) A copy of this article.

(5) A copy of this article.

(c) If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.

(c) If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.
O.C.G.A. § 14-3-180 — GA Code / Title 14 / Chapter 3 / Section 14-3-180
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-180
Status: in_force

If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both.
O.C.G.A. § 14-8-17 — GA Code / Title 14 / Chapter 8 / Section 14-8-17
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-17
Status: in_force

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
O.C.G.A. § 14-2-130 — GA Code / Title 14 / Chapter 2 / Section 14-2-130
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-130
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter.
O.C.G.A. § 14-2-304 — GA Code / Title 14 / Chapter 2 / Section 14-2-304
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-304
Status: in_force

(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(a) Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) In a proceeding by the Attorney General under Code Section 14-2-1430 .

(b) A corporation's power to act may be challenged:

(1) In a proceeding by a shareholder against the corporation to enjoin the act;

(1) In a proceeding by a shareholder against the corporation to enjoin the act;

(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) In a proceeding by the Attorney General under Code Section 14-2-1430 .

(3) In a proceeding by the Attorney General under Code Section 14-2-1430 .

(c) In a shareholder's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

(c) In a shareholder's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
O.C.G.A. § 14-2-857 — GA Code / Title 14 / Chapter 2 / Section 14-2-857
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-857
Status: in_force

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes: (A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation; (B) Acts or omissions which involve intentional misconduct or a knowing violation of law; (C) The types of liability set forth in Code Section 14-2-832 ; or (D) Receipt of an improper personal benefit.

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:

(1) To the same extent as a director; and

(1) To the same extent as a director; and

(2) If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes: (A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation; (B) Acts or omissions which involve intentional misconduct or a knowing violation of law; (C) The types of liability set forth in Code Section 14-2-832 ; or (D) Receipt of an improper personal benefit.

(2) If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:

(A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation;

(A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation;

(B) Acts or omissions which involve intentional misconduct or a knowing violation of law;

(B) Acts or omissions which involve intentional misconduct or a knowing violation of law;

(C) The types of liability set forth in Code Section 14-2-832 ; or

(C) The types of liability set forth in Code Section 14-2-832 ; or

(D) Receipt of an improper personal benefit.

(D) Receipt of an improper personal benefit.

(b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852 , and may apply to a court under Code Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852 , and may apply to a court under Code Section 14-2-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.

(d) A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

(d) A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
O.C.G.A. § 14-3-1108 — GA Code / Title 14 / Chapter 3 / Section 14-3-1108
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1108
Status: in_force

(a) Subject to the limitations set forth in Code Sections 14-3-1101 and 14-3-1102 , one or more corporations may merge with one or more entities, except an entity formed under the laws of a state or jurisdiction which forbids a merger with a corporation. The corporation or corporations and one or more entities may merge into a single corporation or other entity, which may be any one of the constituent corporations or entities.

(a) Subject to the limitations set forth in Code Sections 14-3-1101 and 14-3-1102 , one or more corporations may merge with one or more entities, except an entity formed under the laws of a state or jurisdiction which forbids a merger with a corporation. The corporation or corporations and one or more entities may merge into a single corporation or other entity, which may be any one of the constituent corporations or entities.

(b) The board of directors of each merging corporation and the appropriate body of each entity, in accordance with its governing agreements and the laws of the state or jurisdiction under which it was formed, shall adopt a plan of merger in accordance with each corporation's and entity's governing agreements and the laws of the state or jurisdiction under which it was formed, as the case may be.

(b) The board of directors of each merging corporation and the appropriate body of each entity, in accordance with its governing agreements and the laws of the state or jurisdiction under which it was formed, shall adopt a plan of merger in accordance with each corporation's and entity's governing agreements and the laws of the state or jurisdiction under which it was formed, as the case may be.

(c) In the case of any entity, the plan of merger shall be approved in the manner required by its governing agreements and in compliance with any applicable laws of the state or jurisdiction under which it was formed. In addition, each of the corporations shall comply with all other provisions of this chapter which relate to the merger of corporation. Each other entity shall comply with all other provisions of its governing agreements and all provisions of the laws, if any, of the state or jurisdiction in which it was formed which relate to the merger.

(c) In the case of any entity, the plan of merger shall be approved in the manner required by its governing agreements and in compliance with any applicable laws of the state or jurisdiction under which it was formed. In addition, each of the corporations shall comply with all other provisions of this chapter which relate to the merger of corporation. Each other entity shall comply with all other provisions of its governing agreements and all provisions of the laws, if any, of the state or jurisdiction in which it was formed which relate to the merger.

(d) Each merging entity must comply with Code Sections 14-3-1104 and 14-3-1104.1 if such merging entity is the surviving entity of the merger.

(d) Each merging entity must comply with Code Sections 14-3-1104 and 14-3-1104.1 if such merging entity is the surviving entity of the merger.
O.C.G.A. § 14-2-627 — GA Code / Title 14 / Chapter 2 / Section 14-2-627
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-627
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Code section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of Code Section 14-2-626 . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction authorized under this Code section, whether or not so noted, is enforceable against a person with knowledge of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Code section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of Code Section 14-2-626 . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction authorized under this Code section, whether or not so noted, is enforceable against a person with knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) To preserve exemptions under federal or state securities law; (3) For any other reasonable purpose.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) To preserve exemptions under federal or state securities law;

(2) To preserve exemptions under federal or state securities law;

(3) For any other reasonable purpose.

(3) For any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(d) A restriction on the transfer or registration of transfer of shares may:

(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(1) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;

(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;

(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this Code section, the term “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.

(e) For purposes of this Code section, the term “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
O.C.G.A. § 14-9-206-5 — GA Code / Title 14 / Chapter 9 / Section 14-9-206-5
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-206.5
Status: in_force

(a) Each domestic limited partnership and each foreign limited partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the limited partnership and the state under whose law it is organized; (2) The street address and county of its registered office and the name of its registered agent at that office in this state; (3) The mailing address of its principal office; and (4) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.

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

(1) The name of the limited partnership and the state under whose law it is organized;

(1) The name of the limited partnership and the state under whose law it is organized;

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

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

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

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

(4) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.

(4) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.

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

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

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

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

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

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