O.C.G.A. § 14-8-38 — GA Code / Title 14 / Chapter 8 / Section 14-8-38
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-38
Status: in_force

(a) Unless otherwise agreed by the partners in the partnership agreement, at the time of the transaction, or at any other time, including, but not limited to, an agreement to continue the business of the partnership, when dissolution is caused in any way, other than wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, any partner, or the legal representative of the estate of a deceased partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash or its equivalent the net amount owing to the respective partners. The foregoing provision shall not apply if dissolution is caused by expulsion of a partner in accordance with the terms of a partnership agreement. Unless otherwise agreed by the partners, in the event of such expulsion the expelled partner shall receive the net amount due him from the partnership and the partners who continue the business shall obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities.

(a) Unless otherwise agreed by the partners in the partnership agreement, at the time of the transaction, or at any other time, including, but not limited to, an agreement to continue the business of the partnership, when dissolution is caused in any way, other than wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, any partner, or the legal representative of the estate of a deceased partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash or its equivalent the net amount owing to the respective partners. The foregoing provision shall not apply if dissolution is caused by expulsion of a partner in accordance with the terms of a partnership agreement. Unless otherwise agreed by the partners, in the event of such expulsion the expelled partner shall receive the net amount due him from the partnership and the partners who continue the business shall obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities.

(b) Unless otherwise agreed by the partners in the partnership agreement at the time of the transaction or at any other time, when dissolution is caused wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall have: (A) All the rights specified in subsection (a) of this Code section; and (B) The right, as against each partner who has caused the dissolution wrongfully, to damages for such wrongful dissolution and to any other right or remedy provided for in the partnership agreement; (2) The partners who have not caused the dissolution wrongfully may, if they all so agree at the time of the transaction or if the partnership agreement so provides, continue the business in the same name, either by themselves or jointly with others, and for that purpose may possess the partnership property. If the partners continue the business, they shall pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection and obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; (3) A partner who has caused the dissolution wrongfully shall have: (A) If the business is not continued under the provisions of paragraph (2) of subsection (b) of this Code section, all the rights of a partner under subsection (a) of this Code section, subject to subparagraph (B) of paragraph (1) of this subsection; (B) If the business is continued under paragraph (2) of subsection (b) of this Code section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection, ascertained and paid to him and to have the partners who continue the business obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

(b) Unless otherwise agreed by the partners in the partnership agreement at the time of the transaction or at any other time, when dissolution is caused wrongfully either in contravention of the partnership agreement or as a result of other wrongful conduct of a partner, the rights of the partners shall be as follows:

(1) Each partner who has not caused dissolution wrongfully shall have: (A) All the rights specified in subsection (a) of this Code section; and (B) The right, as against each partner who has caused the dissolution wrongfully, to damages for such wrongful dissolution and to any other right or remedy provided for in the partnership agreement;

(1) Each partner who has not caused dissolution wrongfully shall have:

(A) All the rights specified in subsection (a) of this Code section; and

(A) All the rights specified in subsection (a) of this Code section; and

(B) The right, as against each partner who has caused the dissolution wrongfully, to damages for such wrongful dissolution and to any other right or remedy provided for in the partnership agreement;

(B) The right, as against each partner who has caused the dissolution wrongfully, to damages for such wrongful dissolution and to any other right or remedy provided for in the partnership agreement;

(2) The partners who have not caused the dissolution wrongfully may, if they all so agree at the time of the transaction or if the partnership agreement so provides, continue the business in the same name, either by themselves or jointly with others, and for that purpose may possess the partnership property. If the partners continue the business, they shall pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection and obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities;

(2) The partners who have not caused the dissolution wrongfully may, if they all so agree at the time of the transaction or if the partnership agreement so provides, continue the business in the same name, either by themselves or jointly with others, and for that purpose may possess the partnership property. If the partners continue the business, they shall pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection and obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities;

(3) A partner who has caused the dissolution wrongfully shall have: (A) If the business is not continued under the provisions of paragraph (2) of subsection (b) of this Code section, all the rights of a partner under subsection (a) of this Code section, subject to subparagraph (B) of paragraph (1) of this subsection; (B) If the business is continued under paragraph (2) of subsection (b) of this Code section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection, ascertained and paid to him and to have the partners who continue the business obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

(3) A partner who has caused the dissolution wrongfully shall have:

(A) If the business is not continued under the provisions of paragraph (2) of subsection (b) of this Code section, all the rights of a partner under subsection (a) of this Code section, subject to subparagraph (B) of paragraph (1) of this subsection;

(A) If the business is not continued under the provisions of paragraph (2) of subsection (b) of this Code section, all the rights of a partner under subsection (a) of this Code section, subject to subparagraph (B) of paragraph (1) of this subsection;

(B) If the business is continued under paragraph (2) of subsection (b) of this Code section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection, ascertained and paid to him and to have the partners who continue the business obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

(B) If the business is continued under paragraph (2) of subsection (b) of this Code section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages or other amounts recoverable under subparagraph (B) of paragraph (1) of this subsection, ascertained and paid to him and to have the partners who continue the business obtain his discharge or appropriately hold him harmless from all present or future partnership liabilities; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.
O.C.G.A. § 14-2-843 — GA Code / Title 14 / Chapter 2 / Section 14-2-843
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-843
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with the Secretary of State.

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future later effective time. A copy of the notice of resignation as delivered to the corporation may be filed with the Secretary of State.

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

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

(1) The board of directors;

(1) The board of directors;

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

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

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

(3) Any other officer if authorized by the bylaws or the board of directors.
O.C.G.A. § 14-3-1432 — GA Code / Title 14 / Chapter 3 / Section 14-3-1432
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1432
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all its property wherever located.

(b) The court may appoint an individual or a domestic corporation or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(b) The court may appoint an individual or a domestic corporation or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; or (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; or

(1) The receiver:

(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; or

(B) May sue and defend in the receiver's own name as receiver of the corporation in all courts of this state; or

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.

(d) The court, during a receivership, may redesignate the receiver a custodian and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and its creditors.

(d) The court, during a receivership, may redesignate the receiver a custodian and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and its creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's attorney from the assets of the corporation or proceeds from the sale of the assets.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's attorney from the assets of the corporation or proceeds from the sale of the assets.
O.C.G.A. § 14-5-45 — GA Code / Title 14 / Chapter 5 / Section 14-5-45
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-45
Status: in_force

Courts are reluctant to interpose in questions affecting the management of the temporalities of a church; but, when property is devoted to a specific doctrine or purpose, the courts will prevent it from being diverted from the trust.
O.C.G.A. § 14-4-25 — GA Code / Title 14 / Chapter 4 / Section 14-4-25
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-25
Status: in_force

(a) The name of a corporation shall become immediately available for use by others upon: (1) The surrender by the corporation of its franchise; (2) The effective date of an amendment changing the name of the corporation; (3) The voluntary or involuntary dissolution of the corporation.

(a) The name of a corporation shall become immediately available for use by others upon:

(1) The surrender by the corporation of its franchise;

(1) The surrender by the corporation of its franchise;

(2) The effective date of an amendment changing the name of the corporation;

(2) The effective date of an amendment changing the name of the corporation;

(3) The voluntary or involuntary dissolution of the corporation.

(3) The voluntary or involuntary dissolution of the corporation.

(b) Upon the effective date of a merger or consolidation, the names of the constituent corporations shall become immediately available except insofar as one of such names shall be the name of the surviving or resulting corporation.

(b) Upon the effective date of a merger or consolidation, the names of the constituent corporations shall become immediately available except insofar as one of such names shall be the name of the surviving or resulting corporation.

(c) Nothing in this Code section shall abrogate or limit the law as to unfair competition or unfair trade practice nor derogate from the common law, or principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.

(c) Nothing in this Code section shall abrogate or limit the law as to unfair competition or unfair trade practice nor derogate from the common law, or principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
O.C.G.A. § 14-5-47 — GA Code / Title 14 / Chapter 5 / Section 14-5-47
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-47
Status: in_force

All trustees to whom conveyances are or shall be executed, for the purposes expressed in Code Section 14-5-46 , shall be subject to the authority of the church or religious society for which they hold the same in trust and may be expelled from said trust by such church or society, according to the form of government or rules of discipline by which they may be governed.
O.C.G.A. § 14-2-830 — GA Code / Title 14 / Chapter 2 / Section 14-2-830
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-830
Status: in_force

(a) A director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.

(a) A director shall perform his or her duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.

(b) In performing his or her duties a director may rely upon: (1) Other officers, employees, or agents of the corporation whom the director reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, or statements provided by officers, employees, 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 a director may rely upon:

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

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

(2) Information, data, opinions, reports, or statements provided by officers, employees, 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, or statements provided by officers, employees, 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 a director followed in arriving at decisions was done in good faith and that such director 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 a director in a like position under similar circumstances.

(c) There shall be a presumption that the process a director followed in arriving at decisions was done in good faith and that such director 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 a director 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 (b) of Code Section 14-2-861 , alter the burden of proving the fact or lack of fairness otherwise applicable; (2) Alter the fact or lack of liability of a director under the Official Code of Georgia Annotated, including the governance of the consequences of an unlawful distribution under Code Section 14-2-832 or a conflicting interest transaction under Code Section 14-2-861 ; (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 a director 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 (b) of Code Section 14-2-861 , 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 (b) of Code Section 14-2-861 , alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alter the fact or lack of liability of a director under the Official Code of Georgia Annotated, including the governance of the consequences of an unlawful distribution under Code Section 14-2-832 or a conflicting interest transaction under Code Section 14-2-861 ;

(2) Alter the fact or lack of liability of a director under the Official Code of Georgia Annotated, including the governance of the consequences of an unlawful distribution under Code Section 14-2-832 or a conflicting interest transaction under Code Section 14-2-861 ;

(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 a director of the applicability, effect, or protection of the business judgment rule.

(4) Deprive a director of the applicability, effect, or protection of the business judgment rule.
O.C.G.A. § 14-3-1411 — GA Code / Title 14 / Chapter 3 / Section 14-3-1411
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1411
Status: reserved

(a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration.

(a) A corporation that has been dissolved by the expiration of its period of duration but which has continued in business notwithstanding the expiration may revive its corporate existence by amending its articles of incorporation at any time during a period of ten years immediately following the expiration date fixed by the articles of incorporation, so as to extend its period of duration.

(b) If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows: (1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and (2) That the revival will not injure the corporation's members, the corporation's creditors, or the public.

(b) If a corporation whose period of duration has expired has failed to revive its corporate existence within ten years of the expiration date fixed by its articles of incorporation as provided in subsection (a) of this Code section, the corporation may thereafter revive its corporate existence by amending its articles of incorporation so as to extend its period of duration at any time during the period beginning ten years and ending 20 years immediately following the expiration date fixed by its articles of incorporation and filing with the Secretary of State an affidavit attested by one or more of its officers or directors, stating as follows:

(1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and

(1) That the corporation has continued in business, notwithstanding the expiration of its period of duration, at all times since the expiration date fixed by its articles of incorporation; and

(2) That the revival will not injure the corporation's members, the corporation's creditors, or the public.

(2) That the revival will not injure the corporation's members, the corporation's creditors, or the public.

(c) As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.

(c) As of the effective date of the amendment of articles of incorporation pursuant to subsection (a) or (b) of this Code section, the corporate existence shall be deemed to have continued without interruption from the former expiration date. If, during the period between expiration and revival, the name of the corporation has been assumed, reserved, or registered by any other person or corporation, the revived corporation shall not engage in business until it has amended its articles of incorporation to change its name.
O.C.G.A. § 14-2-1320 — GA Code / Title 14 / Chapter 2 / Section 14-2-1320
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1320
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.

(b) If corporate action creating dissenters' rights under Code Section 14-2-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-2-1322 no later than ten days after the corporate action was taken.

(b) If corporate action creating dissenters' rights under Code Section 14-2-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-2-1322 no later than ten days after the corporate action was taken.
O.C.G.A. § 14-2-808 — GA Code / Title 14 / Chapter 2 / Section 14-2-808
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-808
Status: in_force

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors may be removed only for cause.

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or a bylaw adopted by the shareholders provides that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only by a majority of the votes entitled to be cast.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only by a majority of the votes entitled to be cast.

(d) If the directors have staggered terms as provided in Code Section 14-2-806 , directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise.

(d) If the directors have staggered terms as provided in Code Section 14-2-806 , directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise.

(e) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

(e) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
O.C.G.A. § 14-4-147 — GA Code / Title 14 / Chapter 4 / Section 14-4-147
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-147
Status: in_force

In the event the surviving or resulting corporation shall fail to pay the amount of a judgment determining the value of a dissenting stockholder's stock within ten days after the judgment becomes final, execution shall issue thereon and said judgment shall be enforced as other judgments of the superior court are enforced.
O.C.G.A. § 14-7-6 — GA Code / Title 14 / Chapter 7 / Section 14-7-6
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-6
Status: in_force

The name of a professional corporation shall satisfy the requirements of Code Section 14-2-401 ; provided, however, that, in lieu of the use of a word or abbreviation as required by paragraph (1) of subsection (a) of that Code section, the word “associated,” the phrase “professional association,” the phrase “professional corporation,” or an abbreviation of any of them may be used.
O.C.G.A. § 14-9-206-3 — GA Code / Title 14 / Chapter 9 / Section 14-9-206-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-206.3
Status: in_force

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

(a) A limited partnership may correct a document filed by the Secretary of State if the document:

(1) Contains an incorrect statement; or

(1) Contains an incorrect statement; or

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

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

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

(b) A document is corrected:

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

(1) By preparing articles of correction that:

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

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

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

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

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

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

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

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

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

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
O.C.G.A. § 14-3-1420 — GA Code / Title 14 / Chapter 3 / Section 14-3-1420
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1420
Status: in_force

The Secretary of State may commence a proceeding under Code Section 14-3-1421 to dissolve a corporation administratively if:

(1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution;

(1) The state revenue commissioner has certified to the Secretary of State that the corporation has failed to file a license or occupation tax return and that a period of one year has expired since the last day permitted for timely filing without the filing and payment of all required license and occupation taxes and penalties by the corporation; provided, however, that dissolution proceedings shall be stayed so long as the corporation is contesting, in good faith, in any appropriate proceeding, the alleged grounds for dissolution;

(2) The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;

(2) The corporation does not deliver its annual registration to the Secretary of State, together with all required fees and penalties, within 60 days after it is due;

(3) The corporation is without a registered agent or registered office in this state for 60 days or more;

(3) The corporation is without a registered agent or registered office in this state for 60 days or more;

(4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) The corporation pays a fee as required to be collected by the Secretary of State pursuant to this chapter by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.

(5) The corporation pays a fee as required to be collected by the Secretary of State pursuant to this chapter by a check or some other form of payment which is dishonored and the corporation or its incorporator or its agent does not submit payment for said dishonored payment within 60 days from notice of nonpayment issued by the Secretary of State.
O.C.G.A. § 14-2-1202 — GA Code / Title 14 / Chapter 2 / Section 14-2-1202
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1202
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the good will), otherwise than pursuant to Code Section 14-2-1201 , on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the good will), otherwise than pursuant to Code Section 14-2-1201 , on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized: (1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and (2) The shareholders entitled to vote must approve the transaction.

(b) For a transaction to be authorized:

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(2) The shareholders entitled to vote must approve the transaction.

(2) The shareholders entitled to vote must approve the transaction.

(c) The board of directors may condition its submission of the proposed transaction, the effectiveness of the proposed transaction, or both on any basis.

(c) The board of directors may condition its submission of the proposed transaction, the effectiveness of the proposed transaction, or both on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property of the corporation and contain or be accompanied by a description of the transaction.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property of the corporation and contain or be accompanied by a description of the transaction.

(e) Unless the articles of incorporation, the bylaws, or the board of directors (acting pursuant to subsection (c) of this Code section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(e) Unless the articles of incorporation, the bylaws, or the board of directors (acting pursuant to subsection (c) of this Code section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(g) A transaction that constitutes a distribution is governed by Code Section 14-2-640 and not by this Code section.

(g) A transaction that constitutes a distribution is governed by Code Section 14-2-640 and not by this Code section.
O.C.G.A. § 14-9a-41 — GA Code / Title 14 / Chapter 9A / Section 14-9a-41
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-41
Status: in_force

A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business.
O.C.G.A. § 14-2-1322 — GA Code / Title 14 / Chapter 2 / Section 14-2-1322
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1322
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Code Section 14-2-1321 .

(a) If proposed corporate action creating dissenters' rights under Code Section 14-2-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Code Section 14-2-1321 .

(b) The dissenters' notice must be sent no later than ten days after the corporate action was taken and must: (1) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited; (2) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (3) Set a date by which the corporation 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 corporate action was taken and must:

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

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

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

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

(3) Set a date by which the corporation 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 corporation 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. § 14-5-22 — GA Code / Title 14 / Chapter 5 / Section 14-5-22
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-22
Status: in_force

The Secretary of State shall accept for filing and recording only those documents which are suitable for reproduction.
O.C.G.A. § 14-4-47 — GA Code / Title 14 / Chapter 4 / Section 14-4-47
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-47
Status: in_force

A meeting “duly called for the purpose,” as that phrase is used in this article, shall mean a meeting of the stockholders called and notified for the purpose in the manner prescribed by the bylaws of the corporation concerned. Unless required by the bylaws, no publication of the call or notice in any newspaper shall be necessary.
O.C.G.A. § 14-2-1440 — GA Code / Title 14 / Chapter 2 / Section 14-2-1440
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1440
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Office of the State Treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Office of the State Treasurer shall pay him or her or his or her representative that amount. After the Office of the State Treasurer has held the unclaimed cash for six months, the Office of the State Treasurer shall pay such cash to the Board of Regents of the University System of Georgia, to be held without liability for profit or interest until a claim for such cash shall be filed with the Office of the State Treasurer by the parties entitled thereto. No such claim shall be made more than six years after such cash is deposited with the Office of the State Treasurer.
O.C.G.A. § 14-2-628 — GA Code / Title 14 / Chapter 2 / Section 14-2-628
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-628
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.
O.C.G.A. § 14-3-845 — GA Code / Title 14 / Chapter 3 / Section 14-3-845
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-845
Status: in_force

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument, provided that it is signed by any two officers in category 1 below or by one officer in category 1 below and one officer in category 2 below. Categories shall be as follows:

(1) Category 1 shall consist of the presiding officer of the board and the chief executive officer; and

(1) Category 1 shall consist of the presiding officer of the board and the chief executive officer; and

(2) Category 2 shall consist of a vice president, the secretary, the chief financial officer, and any other officer delineated in the articles or bylaws.

(2) Category 2 shall consist of a vice president, the secretary, the chief financial officer, and any other officer delineated in the articles or bylaws.

The absence of the signature of such persons from a document shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
O.C.G.A. § 14-2-703 — GA Code / Title 14 / Chapter 2 / Section 14-2-703
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-703
Status: in_force

(a) The superior court of the county where a corporation's registered office is located may summarily order a meeting to be held: (1) On application of any shareholder of the corporation if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or (2) On application of a shareholder who signed a demand for a special meeting valid under Code Section 14-2-702 , if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.

(a) The superior court of the county where a corporation's registered office is located may summarily order a meeting to be held:

(1) On application of any shareholder of the corporation if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or

(1) On application of any shareholder of the corporation if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or

(2) On application of a shareholder who signed a demand for a special meeting valid under Code Section 14-2-702 , if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or (B) The special meeting was not held in accordance with the notice.

(2) On application of a shareholder who signed a demand for a special meeting valid under Code Section 14-2-702 , if:

(A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or

(A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or

(B) The special meeting was not held in accordance with the notice.

(B) The special meeting was not held in accordance with the notice.

(b) After notice to the corporation, the superior court may order that the meeting be deemed an annual meeting or a special meeting.

(b) After notice to the corporation, the superior court may order that the meeting be deemed an annual meeting or a special meeting.
O.C.G.A. § 14-4-183 — GA Code / Title 14 / Chapter 4 / Section 14-4-183
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-183
Status: in_force

The Secretary of State shall collect fees as prescribed in Code Section 14-2-122 when the documents described in this chapter are delivered to him for filing.
O.C.G.A. § 14-9a-3 — GA Code / Title 14 / Chapter 9A / Section 14-9a-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-3
Status: in_force

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.

(b) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(b) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(c) This article shall not be so construed as to impair the obligations of any contract existing when the article goes into effect, nor to affect any action on proceedings begun or right accrued before this article takes effect.

(c) This article shall not be so construed as to impair the obligations of any contract existing when the article goes into effect, nor to affect any action on proceedings begun or right accrued before this article takes effect.
O.C.G.A. § 14-3-861 — GA Code / Title 14 / Chapter 3 / Section 14-3-861
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-861
Status: in_force

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

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

(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground of an interest in the transaction of the director or any person with whom or which he or she has a personal, economic, or other association, if: (1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-3-862 ; (2) Members' action respecting the transaction was at any time taken in compliance with Code Section 14-3-863 ; (3) Action by the superior court respecting the transaction was at any time taken in compliance with Code Section 14-3-864 ; or (4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

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

(1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-3-862 ;

(1) Directors' action respecting the transaction was at any time taken in compliance with Code Section 14-3-862 ;

(2) Members' action respecting the transaction was at any time taken in compliance with Code Section 14-3-863 ;

(2) Members' action respecting the transaction was at any time taken in compliance with Code Section 14-3-863 ;

(3) Action by the superior court respecting the transaction was at any time taken in compliance with Code Section 14-3-864 ; or

(3) Action by the superior court respecting the transaction was at any time taken in compliance with Code Section 14-3-864 ; or

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

(4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
O.C.G.A. § 14-2-1111 — GA Code / Title 14 / Chapter 2 / Section 14-2-1111
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1111
Status: in_force

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:

(1) Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or

(1) Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or

(2) Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.

(2) Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.
O.C.G.A. § 14-2-1520 — GA Code / Title 14 / Chapter 2 / Section 14-2-1520
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1520
Status: in_force

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-2-1107 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-2-1107 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.

(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and (5) A commitment to notify the Secretary of State in the future of any change in its mailing address.

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

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

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

(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(4) A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and

(4) A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and

(5) A commitment to notify the Secretary of State in the future of any change in its mailing address.

(5) A commitment to notify the Secretary of State in the future of any change in its mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of this Code section.
O.C.G.A. § 14-2-724 — GA Code / Title 14 / Chapter 2 / Section 14-2-724
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-724
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) The name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder or about the faithfulness or completeness of the reproduction when the original has not been examined.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder or about the faithfulness or completeness of the reproduction when the original has not been examined.

(d) The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section 14-2-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(d) The corporation and its officer or agent who accept or reject a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this Code section or subsection (b) of Code Section 14-2-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section 14-2-722 is valid unless a court of competent jurisdiction determines otherwise.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this Code section or subsection (b) of Code Section 14-2-722 is valid unless a court of competent jurisdiction determines otherwise.
O.C.G.A. § 14-2-910 — GA Code / Title 14 / Chapter 2 / Section 14-2-910
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-910
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: “The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.”

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation:

“The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.”

(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a) of this Code section.

(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a) of this Code section.

(c) The notice required by this Code section satisfies all requirements of this article and of Code Section 14-2-627 that notice of share transfer restrictions be given.

(c) The notice required by this Code section satisfies all requirements of this article and of Code Section 14-2-627 that notice of share transfer restrictions be given.

(d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this Code section is bound by the documents referred to in the notice. Any document referred to in subsection (a) of this Code section, whether or not referred to on the share certificate in the manner required by this Code section, is enforceable against a person with knowledge of the document.

(d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this Code section is bound by the documents referred to in the notice. Any document referred to in subsection (a) of this Code section, whether or not referred to on the share certificate in the manner required by this Code section, is enforceable against a person with knowledge of the document.

(e) A corporation shall provide to any shareholder upon his written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.

(e) A corporation shall provide to any shareholder upon his written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.
O.C.G.A. § 14-2-1433 — GA Code / Title 14 / Chapter 2 / Section 14-2-1433
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1433
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Code Section 14-2-1430 exist, it may enter a decree ordering the corporation dissolved, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it, with the same effect as a notice of intent to dissolve.

(b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-2-1405 . Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-2-1406 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-2-1407 for publication in accordance with subsection (b) of Code Section 14-2-1403.1 . Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-2-1406 and 14-2-1407 , respectively.

(b) After entering the order of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Code Section 14-2-1405 . Winding up the business of a corporation judicially dissolved may include the corporation's proceeding, after the date of the order of dissolution, (1) in accordance with Code Section 14-2-1406 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-2-1407 for publication in accordance with subsection (b) of Code Section 14-2-1403.1 . Upon such notice, claims against the dissolved corporation will be limited as specified in Code Sections 14-2-1406 and 14-2-1407 , respectively.

(c) When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its shareholders or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440 , the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.

(c) When the costs and expenses of dissolution proceedings and all debts, obligations, and liabilities of the corporation have been paid and discharged or provided for and all of its remaining assets distributed to its shareholders or provided for or such assets have been deposited with the Office of the State Treasurer as provided in Code Section 14-2-1440 , the court shall enter a decree of dissolution, and upon filing of the decree with the Secretary of State, it shall have the same effect as articles of dissolution.
O.C.G.A. § 14-8-57 — GA Code / Title 14 / Chapter 8 / Section 14-8-57
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-57
Status: in_force

The Secretary of State shall collect the following fees and penalties when the documents described below are delivered to the Secretary of State for filing pursuant to the chapter:

Document

Fee

(1)

Application for certificate of authority to transact business․․․․․․․․․․․․․․․․․

․․․․$200.00

(2)

Statement of change of registered office or registered agent․․․ 5.00 per foreign limited liability partnership, but not less than

․․․․․․20.00

(3)

Registered agent's statement of resignation pursuant to subsection (e) of Code Section 14-8-46

․․․․․No fee

(4)

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

․․․․․․25.00

(5)

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

․․․․․․25.00

(6)

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

․․․․․No fee

(7)

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

․․․․․․20.00
O.C.G.A. § 14-2-201-1 — GA Code / Title 14 / Chapter 2 / Section 14-2-201-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-201.1
Status: in_force

(a) Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation) to publish a notice of the filing of the articles of incorporation as required by subsection (b) of this Code section.

(a) Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation) to publish a notice of the filing of the articles of incorporation as required by subsection (b) of this Code section.

(b) No later than the next business day after filing the articles of incorporation, the incorporator shall deliver to the publisher of a newspaper which is the official organ of the county where the initial registered office of the corporation is to be located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: “NOTICE OF INCORPORATION Notice is given that articles of incorporation which incorporate _____ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The initial registered office of the corporation is located at _____ (address of registered office) and its initial registered agent at such address is _____ (name of agent).” The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the incorporator to deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the incorporation of the corporation or the filing of the articles of incorporation.

(b) No later than the next business day after filing the articles of incorporation, the incorporator shall deliver to the publisher of a newspaper which is the official organ of the county where the initial registered office of the corporation is to be located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:

“NOTICE OF INCORPORATION

Notice is given that articles of incorporation which incorporate _____ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The initial registered office of the corporation is located at _____ (address of registered office) and its initial registered agent at such address is _____ (name of agent).”

The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the incorporator to deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the incorporation of the corporation or the filing of the articles of incorporation.
O.C.G.A. § 14-2-1007 — GA Code / Title 14 / Chapter 2 / Section 14-2-1007
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1007
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Code Section 14-2-1003 .

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Code Section 14-2-1003 .

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.

(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation including, or accompanied by a certificate setting forth, the following information: (1) Whether the restatement contains an amendment to the articles requiring shareholder approval, and, if it does not, that the board of directors adopted the restatement; or (2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Code Section 14-2-1006 .

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

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval, and, if it does not, that the board of directors adopted the restatement; or

(1) Whether the restatement contains an amendment to the articles requiring shareholder approval, and, if it does not, that the board of directors adopted the restatement; or

(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Code Section 14-2-1006 .

(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Code Section 14-2-1006 .

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

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

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

(f) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including any certificate filed pursuant to subsection (d) of this Code section.
O.C.G.A. § 14-3-855 — GA Code / Title 14 / Chapter 3 / Section 14-3-855
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-855
Status: in_force

(a) A corporation may not indemnify a director under Code Section 14-3-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct set forth in Code Section 14-3-851 .

(a) A corporation may not indemnify a director under Code Section 14-3-851 unless authorized thereunder and a determination has been made for a specific proceeding that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct set forth in Code Section 14-3-851 .

(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 disinterested members.

(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 disinterested members.

(3) By the disinterested members.

(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 paragraph (3) of subsection (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 paragraph (3) of subsection (b) of this Code section to select special legal counsel.
O.C.G.A. § 14-2-1401 — GA Code / Title 14 / Chapter 2 / Section 14-2-1401
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1401
Status: in_force

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The date of its incorporation;

(2) The date of its incorporation;

(3) Either that: (A) None of the corporation's shares has been issued; or (B) The corporation has not commenced business;

(3) Either that:

(A) None of the corporation's shares has been issued; or

(A) None of the corporation's shares has been issued; or

(B) The corporation has not commenced business;

(B) The corporation has not commenced business;

(4) That no debt of the corporation remains unpaid;

(4) That no debt of the corporation remains unpaid;

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) That a majority of the incorporators or initial directors authorized the dissolution.

(6) That a majority of the incorporators or initial directors authorized the dissolution.
O.C.G.A. § 14-11-208 — GA Code / Title 14 / Chapter 11 / Section 14-11-208
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-208
Status: reserved

(a) A person may apply to reserve a name for the purpose of forming a limited liability company by paying the fee specified in Code Section 14-11-1101 . If the Secretary of State finds that the limited liability company name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of organization are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

(a) A person may apply to reserve a name for the purpose of forming a limited liability company by paying the fee specified in Code Section 14-11-1101 . If the Secretary of State finds that the limited liability company name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of organization are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.

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

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

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

(c) A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
O.C.G.A. § 14-3-724 — GA Code / Title 14 / Chapter 3 / Section 14-3-724
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-724
Status: in_force

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy.

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may vote in person or by proxy.

(b) A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney in fact authorized the electronic transmission.

(b) A member or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney in fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.

(c) An appointment of a proxy is effective when a signed appointment form or electronic transmission of the appointment is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable by the member.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f) Appointment of a proxy is revoked by the person appointing the proxy: (1) Attending any meeting and voting in person; or (2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(f) Appointment of a proxy is revoked by the person appointing the proxy:

(1) Attending any meeting and voting in person; or

(1) Attending any meeting and voting in person; or

(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

(g) Subject to Code Section 14-3-727 and any express limitation on the proxy's authority appearing on the face of the appointment form or in the electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

(h) Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.

(h) Any copy, facsimile transmission, or other reliable reproduction of the writing or electronic transmission created pursuant to subsection (b) of this Code section may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.

(i) A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section.

(i) A corporation may adopt bylaws authorizing additional means or procedures for members to exercise rights granted by this Code section.
O.C.G.A. § 14-2-801 — GA Code / Title 14 / Chapter 2 / Section 14-2-801
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-801
Status: in_force

(a) Except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code Section 14-2-732 , each corporation must have a board of directors.

(a) Except as provided in Article 9 of this chapter or in a written agreement meeting the requirements of Code Section 14-2-732 , each corporation must have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, in rights, options, or warrants permitted by paragraph (2) of subsection (d) of Code Section 14-2-624 , or except as provided in an agreement among the shareholders meeting the requirements of Code Section 14-2-732 .

(b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, in rights, options, or warrants permitted by paragraph (2) of subsection (d) of Code Section 14-2-624 , or except as provided in an agreement among the shareholders meeting the requirements of Code Section 14-2-732 .

(c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or an agreement among the shareholders meeting the requirements of Code Section 14-2-732 , shall be effective against persons, other than shareholders and directors, who are without actual knowledge of the limitation.

(c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or an agreement among the shareholders meeting the requirements of Code Section 14-2-732 , shall be effective against persons, other than shareholders and directors, who are without actual knowledge of the limitation.
O.C.G.A. § 14-3-1406 — GA Code / Title 14 / Chapter 3 / Section 14-3-1406
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1406
Status: in_force

A corporation that has filed a notice of intent to dissolve continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution;

(2) Disposing of its properties that will not be distributed in kind in accordance with the plan of dissolution;

(3) Discharging or making provision for discharging its liabilities;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property in accordance with the plan of dissolution; and

(4) Distributing its remaining property in accordance with the plan of dissolution; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(5) Doing every other act necessary to wind up and liquidate its business and affairs.
O.C.G.A. § 14-8-61 — GA Code / Title 14 / Chapter 8 / Section 14-8-61
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-61
Status: in_force

Code Sections 14-8-44 through 14-8-60 and this Code section shall become effective on July 1, 1994, and shall govern all foreign limited liability partnerships transacting business in this state on or after July 1, 1994.
O.C.G.A. § 14-2-205 — GA Code / Title 14 / Chapter 2 / Section 14-2-205
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-205
Status: in_force

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) To elect a board of directors who shall complete the organization of the corporation.

(a) After incorporation:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) To elect a board of directors who shall complete the organization of the corporation.

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(A) To elect directors and complete the organization of the corporation; or

(A) To elect directors and complete the organization of the corporation; or

(B) To elect a board of directors who shall complete the organization of the corporation.

(B) To elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this state.

(c) An organizational meeting may be held in or out of this state.
O.C.G.A. § 14-3-858 — GA Code / Title 14 / Chapter 3 / Section 14-3-858
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-858
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this part.
O.C.G.A. § 14-8-43 — GA Code / Title 14 / Chapter 8 / Section 14-8-43
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-43
Status: in_force

The right to an account of his interest shall accrue to any partner, his assignee, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
O.C.G.A. § 14-2-622 — GA Code / Title 14 / Chapter 2 / Section 14-2-622
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-622
Status: in_force

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued ( Code Section 14-2-621 ) or specified in the subscription agreement ( Code Section 14-2-620 ).

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued ( Code Section 14-2-621 ) or specified in the subscription agreement ( Code Section 14-2-620 ).

(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debt of the corporation except that he may become personally liable by reason of his own acts or conduct.

(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debt of the corporation except that he may become personally liable by reason of his own acts or conduct.
O.C.G.A. § 14-11-1010 — GA Code / Title 14 / Chapter 11 / Section 14-11-1010
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1010
Status: in_force

(a) A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of interest due, and demand payment of his or her estimate of the fair value of his or her membership interest and interest due, if: (1) The dissenter believes that the amount offered under Code Section 14-11-1008 is less than the fair value of his or her membership interest or that the interest due is incorrectly calculated; or (2) The limited liability company, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated membership interests within 60 days after the date set for demanding payment.

(a) A dissenter may notify the limited liability company in writing of his or her own estimate of the fair value of his membership interest and amount of interest due, and demand payment of his or her estimate of the fair value of his or her membership interest and interest due, if:

(1) The dissenter believes that the amount offered under Code Section 14-11-1008 is less than the fair value of his or her membership interest or that the interest due is incorrectly calculated; or

(1) The dissenter believes that the amount offered under Code Section 14-11-1008 is less than the fair value of his or her membership interest or that the interest due is incorrectly calculated; or

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

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

(b) A dissenter waives his or her right to demand payment under this Code section unless he or she notifies the limited liability company of his or her demand in writing under subsection (a) of this Code section within 30 days after the limited liability company offered payment for his or her membership interest, as provided in Code Section 14-11-1008 .

(b) A dissenter waives his or her right to demand payment under this Code section unless he or she notifies the limited liability company of his or her demand in writing under subsection (a) of this Code section within 30 days after the limited liability company offered payment for his or her membership interest, as provided in Code Section 14-11-1008 .

(c) If the limited liability company does not offer payment within the time set forth in subsection (a) of Code Section 14-11-1008 : (1) The member may demand the information required under subsection (b) of Code Section 14-11-1008 , and the limited liability company shall provide the information to the member within ten days after receipt of a written demand for the information; and (2) The member may at any time, subject to the limitations period of Code Section 14-11-1013 , notify the limited liability company of his or her own estimate of the fair value of his membership interest and the amount of interest due and demand payment of his or her estimate of the fair value of his or her membership interest and interest due.

(c) If the limited liability company does not offer payment within the time set forth in subsection (a) of Code Section 14-11-1008 :

(1) The member may demand the information required under subsection (b) of Code Section 14-11-1008 , and the limited liability company shall provide the information to the member within ten days after receipt of a written demand for the information; and

(1) The member may demand the information required under subsection (b) of Code Section 14-11-1008 , and the limited liability company shall provide the information to the member within ten days after receipt of a written demand for the information; and

(2) The member may at any time, subject to the limitations period of Code Section 14-11-1013 , notify the limited liability company of his or her own estimate of the fair value of his membership interest and the amount of interest due and demand payment of his or her estimate of the fair value of his or her membership interest and interest due.

(2) The member may at any time, subject to the limitations period of Code Section 14-11-1013 , notify the limited liability company of his or her own estimate of the fair value of his membership interest and the amount of interest due and demand payment of his or her estimate of the fair value of his or her membership interest and interest due.
O.C.G.A. § 14-3-1041 — GA Code / Title 14 / Chapter 3 / Section 14-3-1041
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1041
Status: in_force

(a) A charitable corporation may amend its articles of incorporation as provided in Code Section 14-3-1040 only: (1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or (2) If on or before the effective date of the amendment: (A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and (C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of, the corporation following the effective date of the amendment.

(a) A charitable corporation may amend its articles of incorporation as provided in Code Section 14-3-1040 only:

(1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or

(1) Upon the prior approval of the superior court in a proceeding in which the Attorney General has been given notice; or

(2) If on or before the effective date of the amendment: (A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved; (B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and (C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of, the corporation following the effective date of the amendment.

(2) If on or before the effective date of the amendment:

(A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;

(A) Assets with a value equal to the greater of the fair market value of the net tangible and intangible assets (including good will) of the corporation, or the fair market value of the corporation if it were to be operated as a business concern, are transferred or conveyed to one or more persons who would have received its assets under subsection (b) of Code Section 14-3-1403 had it dissolved;

(B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and

(B) It shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the amendment, in accordance with such condition; and

(C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of, the corporation following the effective date of the amendment.

(C) The amendment is approved by a majority of the directors of the corporation who are not and will not become shareholders in, or officers, employees, agents, or consultants of, the corporation following the effective date of the amendment.

(b) At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General.

(b) At least 30 days before the filing of any amendment described in Code Section 14-3-1040 by a corporation described in subsection (a) of this Code section, notice of the proposed amendment shall be delivered to the Attorney General.

(c) Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member, director, or officer of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040 . The court shall approve the transaction if it is in the public interest.

(c) Without the prior written consent of the superior court in a proceeding of which the Attorney General has been given notice, no member, director, or officer of a corporation described in subsection (a) of this Code section may receive or keep anything as a result of an amendment described in Code Section 14-3-1040 . The court shall approve the transaction if it is in the public interest.
O.C.G.A. § 14-8-32 — GA Code / Title 14 / Chapter 8 / Section 14-8-32
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-32
Status: in_force

(a) On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind; (2) A partner becomes in any other way incapable of performing his part of the partnership contract; (3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business; (4) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him; (5) Other circumstances render a dissolution equitable.

(a) On application by or for a partner the court shall decree a dissolution whenever:

(1) A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind;

(1) A partner has been declared mentally incapacitated in any judicial proceeding or is shown to be of unsound mind;

(2) A partner becomes in any other way incapable of performing his part of the partnership contract;

(2) A partner becomes in any other way incapable of performing his part of the partnership contract;

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(4) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;

(4) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;

(5) Other circumstances render a dissolution equitable.

(5) Other circumstances render a dissolution equitable.

(b) On the application of the purchaser of a partner's interest under Code Section 14-8-27 , the court shall decree a dissolution: (1) After the termination of the specified term or particular undertaking; (2) At any time if the partnership was a partnership at will when the interest was assigned.

(b) On the application of the purchaser of a partner's interest under Code Section 14-8-27 , the court shall decree a dissolution:

(1) After the termination of the specified term or particular undertaking;

(1) After the termination of the specified term or particular undertaking;

(2) At any time if the partnership was a partnership at will when the interest was assigned.

(2) At any time if the partnership was a partnership at will when the interest was assigned.
O.C.G.A. § 14-11-1104 — GA Code / Title 14 / Chapter 11 / Section 14-11-1104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1104
Status: in_force

Each limited liability company and foreign limited liability company shall be classified as a partnership for Georgia income tax purposes unless classified otherwise for federal income tax purposes, in which case the limited liability company or foreign limited liability company shall be classified for Georgia income tax purposes in the same manner as it is classified for federal income tax purposes. A member or an assignee of a member of a limited liability company or foreign limited liability company shall be treated for Georgia income tax purposes as either a resident or nonresident partner in the limited liability company or foreign limited liability company unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status for Georgia income tax purposes as such member or assignee of a member has for federal income tax purposes.
O.C.G.A. § 14-2-1201 — GA Code / Title 14 / Chapter 2 / Section 14-2-1201
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1201
Status: in_force

(a) As used in this Code section, the term “insolvent” means: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities.

(a) As used in this Code section, the term “insolvent” means:

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

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

(2) The corporation's total assets would be less than the sum of its total liabilities.

(2) The corporation's total assets would be less than the sum of its total liabilities.

(b) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property if: (A) The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or (B) The corporation was incorporated for the purpose of liquidating such property and assets; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; (3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation; or (4) Sell, lease, exchange, or otherwise dispose of less than all or substantially all of its property. Assets shall be deemed to be less than substantially all of a corporation's property if the fair value of the assets as of the date of the most recent available financial information does not exceed two-thirds of the fair value of all of the assets of the corporation, and the annual revenues of the corporation for the most recent fiscal year for which such financial information is available represented or produced by such assets do not exceed two-thirds of the total revenues of the corporation for that period. This subsection is intended merely to create an irrebuttable presumption with respect to transactions described in this subsection and shall not create any inference that the sale of assets exceeding the amounts described in this subsection is the sale of substantially all of the property of the corporation.

(b) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property if: (A) The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or (B) The corporation was incorporated for the purpose of liquidating such property and assets;

(1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property if:

(A) The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or

(A) The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or

(B) The corporation was incorporated for the purpose of liquidating such property and assets;

(B) The corporation was incorporated for the purpose of liquidating such property and assets;

(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business;

(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business;

(3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation; or

(3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation; or

(4) Sell, lease, exchange, or otherwise dispose of less than all or substantially all of its property. Assets shall be deemed to be less than substantially all of a corporation's property if the fair value of the assets as of the date of the most recent available financial information does not exceed two-thirds of the fair value of all of the assets of the corporation, and the annual revenues of the corporation for the most recent fiscal year for which such financial information is available represented or produced by such assets do not exceed two-thirds of the total revenues of the corporation for that period. This subsection is intended merely to create an irrebuttable presumption with respect to transactions described in this subsection and shall not create any inference that the sale of assets exceeding the amounts described in this subsection is the sale of substantially all of the property of the corporation.

(4) Sell, lease, exchange, or otherwise dispose of less than all or substantially all of its property. Assets shall be deemed to be less than substantially all of a corporation's property if the fair value of the assets as of the date of the most recent available financial information does not exceed two-thirds of the fair value of all of the assets of the corporation, and the annual revenues of the corporation for the most recent fiscal year for which such financial information is available represented or produced by such assets do not exceed two-thirds of the total revenues of the corporation for that period. This subsection is intended merely to create an irrebuttable presumption with respect to transactions described in this subsection and shall not create any inference that the sale of assets exceeding the amounts described in this subsection is the sale of substantially all of the property of the corporation.

(c) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (b) of this Code section is not required.

(c) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (b) of this Code section is not required.
O.C.G.A. § 14-9a-123 — GA Code / Title 14 / Chapter 9A / Section 14-9a-123
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-123
Status: in_force

(a) Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership.

(a) Only the general partners shall be authorized to transact business, sign for the partnership, and bind the partnership.

(b) A special partner may at any time examine the conditions and progress of the partnership concerns, advise as to the management of the same, and, when the general partner or partners may be rendered incompetent to act because of illness, temporary absence, or other cause, direct and control the business of the partnership with the authority of a general partner; provided, however, such special partner, before assuming such direction and control, shall place in a position easily seen by all parties dealing with said partnership a placard or sign indicating which of the partners of the firm are general partners and which are special partners; otherwise the special partner or partners shall not transact any business on account of the said partnership nor be employed for that purpose as agent or in any capacity akin thereto. If, contrary to this Code section, a special partner shall in any manner interfere with the business and affairs of the partnership, he shall be deemed a general partner; provided, however, a special partner may act as the attorney or counselor at law for the partnership without becoming liable as a general partner.

(b) A special partner may at any time examine the conditions and progress of the partnership concerns, advise as to the management of the same, and, when the general partner or partners may be rendered incompetent to act because of illness, temporary absence, or other cause, direct and control the business of the partnership with the authority of a general partner; provided, however, such special partner, before assuming such direction and control, shall place in a position easily seen by all parties dealing with said partnership a placard or sign indicating which of the partners of the firm are general partners and which are special partners; otherwise the special partner or partners shall not transact any business on account of the said partnership nor be employed for that purpose as agent or in any capacity akin thereto. If, contrary to this Code section, a special partner shall in any manner interfere with the business and affairs of the partnership, he shall be deemed a general partner; provided, however, a special partner may act as the attorney or counselor at law for the partnership without becoming liable as a general partner.
O.C.G.A. § 14-3-709 — GA Code / Title 14 / Chapter 3 / Section 14-3-709
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-709
Status: in_force

When authorized by the board of directors, and subject to such guidelines and procedures as such board of directors may adopt, members not physically present at a meeting of the corporation may, by means of remote communication:

(1) Participate in a meeting of members; and

(1) Participate in a meeting of members; and

(2) Be deemed present in person and vote at a meeting of members, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that: (A) The corporation implements reasonable procedures to verify that each person deemed present at the meeting by means of remote communication is a member or holder of a proxy; and (B) When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.

(2) Be deemed present in person and vote at a meeting of members, whether such meeting is held at a designated place or held wholly by means of remote communication, provided that:

(A) The corporation implements reasonable procedures to verify that each person deemed present at the meeting by means of remote communication is a member or holder of a proxy; and

(A) The corporation implements reasonable procedures to verify that each person deemed present at the meeting by means of remote communication is a member or holder of a proxy; and

(B) When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.

(B) When any member or holder of a proxy votes at the meeting by means of remote communication, a record of such vote or such other action shall be maintained by the corporation.
O.C.G.A. § 14-3-745 — GA Code / Title 14 / Chapter 3 / Section 14-3-745
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-745
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notice be given to the members affected.
O.C.G.A. § 14-11-1003 — GA Code / Title 14 / Chapter 11 / Section 14-11-1003
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1003
Status: in_force

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.

(a) If proposed limited liability company action creating dissenters' rights under Code Section 14-11-1002 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.

(b) If limited liability company action creating dissenters' rights under Code Section 14-11-1002 is taken without a vote of members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-11-1005 .

(b) If limited liability company action creating dissenters' rights under Code Section 14-11-1002 is taken without a vote of members, the limited liability company shall notify in writing all members entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section 14-11-1005 .
O.C.G.A. § 14-2-822 — GA Code / Title 14 / Chapter 2 / Section 14-2-822
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-822
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
O.C.G.A. § 14-10-18 — GA Code / Title 14 / Chapter 10 / Section 14-10-18
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-18
Status: in_force

A professional association organized pursuant to this chapter shall be governed generally by all laws governing or applying to corporations, where applicable, and not in conflict with this chapter; and no such association shall be held or deemed to be a partnership nor shall such association be governed by laws relating to partnerships.
O.C.G.A. § 14-2-1332 — GA Code / Title 14 / Chapter 2 / Section 14-2-1332
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1332
Status: in_force

No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of Code Section 14-2-1320 and Code Section 14-2-1322 .
O.C.G.A. § 14-8-39 — GA Code / Title 14 / Chapter 8 / Section 14-8-39
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-39
Status: in_force

Where a partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled:

(1) To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;

(1) To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;

(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
O.C.G.A. § 14-2-1004 — GA Code / Title 14 / Chapter 2 / Section 14-2-1004
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1004
Status: in_force

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (unless shareholder voting is not required by virtue of Code Section 14-2-1002 ) on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; provided, however, that if the articles of incorporation specifically authorize the shares of any class to be increased or decreased without a vote of such class, under such circumstances, the authorized number, terms, conditions, designations, preferences, limitations, and relative rights of those shares may be fixed as provided in the articles of incorporation; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (8) Limit or deny an existing preemptive right of all or part of the shares of the class; (9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; or (10) Cancel, redeem, or repurchase all or part of the shares of the class.

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (unless shareholder voting is not required by virtue of Code Section 14-2-1002 ) on a proposed amendment if the amendment would:

(1) Increase or decrease the aggregate number of authorized shares of the class; provided, however, that if the articles of incorporation specifically authorize the shares of any class to be increased or decreased without a vote of such class, under such circumstances, the authorized number, terms, conditions, designations, preferences, limitations, and relative rights of those shares may be fixed as provided in the articles of incorporation;

(1) Increase or decrease the aggregate number of authorized shares of the class; provided, however, that if the articles of incorporation specifically authorize the shares of any class to be increased or decreased without a vote of such class, under such circumstances, the authorized number, terms, conditions, designations, preferences, limitations, and relative rights of those shares may be fixed as provided in the articles of incorporation;

(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(5) Change the shares of all or part of the class into a different number of shares of the same class;

(5) Change the shares of all or part of the class into a different number of shares of the same class;

(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(8) Limit or deny an existing preemptive right of all or part of the shares of the class;

(8) Limit or deny an existing preemptive right of all or part of the shares of the class;

(9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; or

(9) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; or

(10) Cancel, redeem, or repurchase all or part of the shares of the class.

(10) Cancel, redeem, or repurchase all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this Code section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. If a proposed amendment would not affect a series in any manner described in subsection (a) of this Code section, the holders of shares of that series are not entitled to vote as a separate voting group on the proposed amendment unless the articles of incorporation provide otherwise.

(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this Code section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. If a proposed amendment would not affect a series in any manner described in subsection (a) of this Code section, the holders of shares of that series are not entitled to vote as a separate voting group on the proposed amendment unless the articles of incorporation provide otherwise.

(c) If a proposed amendment that entitles two or more series of shares within a class to vote as separate voting groups under this Code section would affect those two or more series in the same or a substantially similar way, the shares of all the series within the class so affected must vote together as a single voting group on the proposed amendment.

(c) If a proposed amendment that entitles two or more series of shares within a class to vote as separate voting groups under this Code section would affect those two or more series in the same or a substantially similar way, the shares of all the series within the class so affected must vote together as a single voting group on the proposed amendment.

(d) A class or series of shares is entitled to the voting rights granted by this Code section although the articles of incorporation provide that the shares are nonvoting shares. The articles of incorporation may provide that a class or series has voting rights in addition to those granted by this Code section.

(d) A class or series of shares is entitled to the voting rights granted by this Code section although the articles of incorporation provide that the shares are nonvoting shares. The articles of incorporation may provide that a class or series has voting rights in addition to those granted by this Code section.
O.C.G.A. § 14-2-943 — GA Code / Title 14 / Chapter 2 / Section 14-2-943
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-943
Status: in_force

(a) The court may dissolve the corporation if it finds that: (1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430 ; or (2) All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matters in dispute.

(a) The court may dissolve the corporation if it finds that:

(1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430 ; or

(1) There are one or more grounds for judicial dissolution under Code Section 14-2-1430 ; or

(2) All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matters in dispute.

(2) All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matters in dispute.

(b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.

(b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
O.C.G.A. § 14-2-1802 — GA Code / Title 14 / Chapter 2 / Section 14-2-1802
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1802
Status: in_force

As used in this article, the term:

(1) “ Benefit corporation ” means a corporation whose articles of incorporation contain a public benefit provision and a statement that the corporation is a benefit corporation.

(1) “ Benefit corporation ” means a corporation whose articles of incorporation contain a public benefit provision and a statement that the corporation is a benefit corporation.

(2) “ Public benefit ” means a positive effect, or reduction of negative effects, on society, on the environment, or on one or more communities or categories of persons, entities, or interests, other than shareholders in their capacity as shareholders, including effects of an artistic, charitable, cultural, economic, ecological, educational, environmental, literary, medical, religious, scientific, social, or technological nature.

(2) “ Public benefit ” means a positive effect, or reduction of negative effects, on society, on the environment, or on one or more communities or categories of persons, entities, or interests, other than shareholders in their capacity as shareholders, including effects of an artistic, charitable, cultural, economic, ecological, educational, environmental, literary, medical, religious, scientific, social, or technological nature.

(3) “ Public benefit provision ” means a provision stating that a purpose of the corporation is to pursue a public benefit or benefits.

(3) “ Public benefit provision ” means a provision stating that a purpose of the corporation is to pursue a public benefit or benefits.
O.C.G.A. § 14-9a-51 — GA Code / Title 14 / Chapter 9A / Section 14-9a-51
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-51
Status: in_force

(a) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner.

(a) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner.

(b) The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner.

(b) The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner.
O.C.G.A. § 14-8-59 — GA Code / Title 14 / Chapter 8 / Section 14-8-59
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-59
Status: in_force

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.”
O.C.G.A. § 14-4-43 — GA Code / Title 14 / Chapter 4 / Section 14-4-43
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-43
Status: in_force

A corporation may issue and dispose of its authorized shares without par value for such consideration as may be authorized or prescribed in its charter or certificate of incorporation or amendments thereof or, if there is no provision therein with respect thereto, for such consideration as may be fixed by the stockholders at a meeting duly called for that purpose, or by the board of directors when acting under general or special authority granted by the stockholders or under general authority conferred by the charter or certificate of incorporation or amendments thereof. Any and all shares without nominal or par value issued for the consideration prescribed or fixed in accordance with this Code section shall be fully paid and not liable to any further call or assessment thereon; nor shall the subscriber or holder be liable for any further payment.
O.C.G.A. § 14-10-3 — GA Code / Title 14 / Chapter 10 / Section 14-10-3
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-3
Status: in_force

Any two or more persons duly licensed to practice a profession under the laws of this state may form a professional association, as distinguished from a partnership and a corporation, by associating themselves for the purpose of carrying on a profession and dividing the gains therefrom upon compliance with the terms of this chapter. No professional association organized pursuant to this chapter shall render professional service in more than one type of professional service.
O.C.G.A. § 14-10-16 — GA Code / Title 14 / Chapter 10 / Section 14-10-16
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-16
Status: in_force

A professional association organized pursuant to this chapter may contract in its own name, take, hold, and sell real and personal property in its own name, independent of its members, and sue and be sued as an independent entity as provided by law. Any conveyance in the name of the professional association to a third person executed by the president and attested by the secretary shall be conclusively presumed to be properly executed and shall divest all right, title, and interest of the professional association, its members, and the board of governors thereof. The assets of a professional association shall not be liable to attachment for the individual debts of its members or shareholders.
O.C.G.A. § 14-9a-2-1 — GA Code / Title 14 / Chapter 9A / Section 14-9a-2-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-2.1
Status: in_force

This article is applicable only to limited partnerships to which Chapter 9 of this title or Article 2 of this chapter does not apply as provided by Code Section 14-9-1201 or 14-9A-110 .
O.C.G.A. § 14-3-1621 — GA Code / Title 14 / Chapter 3 / Section 14-3-1621
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1621
Status: in_force

If a corporation indemnifies or advances expenses to a director under Code Section 14-3-851 , 14-3-852 , 14-3-853 , or 14-3-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
O.C.G.A. § 14-8-58 — GA Code / Title 14 / Chapter 8 / Section 14-8-58
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-58
Status: in_force

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed upon him or her pursuant to this chapter, including, without limitation, the power and authority to employ from time to time such additional personnel as in his or her judgment are required for such purposes.
O.C.G.A. § 14-9-1103 — GA Code / Title 14 / Chapter 9 / Section 14-9-1103
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1103
Status: in_force

The Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this chapter, which are incidental to and necessary for the implementation and enforcement of such provisions of this chapter as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.”
O.C.G.A. § 14-3-1042 — GA Code / Title 14 / Chapter 3 / Section 14-3-1042
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1042
Status: in_force

From and after the effective date of any amendment described in Code Section 14-3-1040 , the corporation shall be subject to and governed by the provisions of Chapter 2 of this title, the “Georgia Business Corporation Code.”
O.C.G.A. § 14-3-1620 — GA Code / Title 14 / Chapter 3 / Section 14-3-1620
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1620
Status: in_force

(a) A corporation upon request in writing or by electronic transmission from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(a) A corporation upon request in writing or by electronic transmission from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the chief executive officer or the person responsible for the corporation's financial accounting records: (1) Stating the chief executive officer's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the chief executive officer or the person responsible for the corporation's financial accounting records:

(1) Stating the chief executive officer's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(1) Stating the chief executive officer's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
O.C.G.A. § 14-2-1620 — GA Code / Title 14 / Chapter 2 / Section 14-2-1620
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1620
Status: in_force

(a) Not later than four months after the close of each fiscal year and in any case prior to the annual meeting of shareholders, each corporation shall prepare (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and (2) a profit and loss statement showing the results of its operation during its fiscal year. Upon request in writing or by electronic transmission, the corporation promptly shall mail to any shareholder of record a copy of the most recent balance sheet and profit and loss statement. If prepared for other purposes, the corporation shall also furnish upon request in writing or by electronic transmission a statement of sources and applications of funds and a statement of changes in shareholders' equity for the fiscal year. If financial statements are prepared by the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared and disclose that they are prepared on that basis. If financial statements are prepared otherwise than on the basis of generally accepted accounting principles, they must so disclose and must be prepared on the same basis as other reports or statements prepared by the corporation for the use of others.

(a) Not later than four months after the close of each fiscal year and in any case prior to the annual meeting of shareholders, each corporation shall prepare (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and (2) a profit and loss statement showing the results of its operation during its fiscal year. Upon request in writing or by electronic transmission, the corporation promptly shall mail to any shareholder of record a copy of the most recent balance sheet and profit and loss statement. If prepared for other purposes, the corporation shall also furnish upon request in writing or by electronic transmission a statement of sources and applications of funds and a statement of changes in shareholders' equity for the fiscal year. If financial statements are prepared by the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared and disclose that they are prepared on that basis. If financial statements are prepared otherwise than on the basis of generally accepted accounting principles, they must so disclose and must be prepared on the same basis as other reports or statements prepared by the corporation for the use of others.

(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(1) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(1) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
O.C.G.A. § 14-9a-47 — GA Code / Title 14 / Chapter 9A / Section 14-9a-47
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-47
Status: in_force

(a) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until: (1) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them; (2) The consent of all members is had, unless the return of the contribution may be rightfully demanded under subsection (b) of this Code section; and (3) The certificate required under Code Section 14-9A-20 is canceled or so amended as to set forth the withdrawal or reduction.

(a) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until:

(1) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(1) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(2) The consent of all members is had, unless the return of the contribution may be rightfully demanded under subsection (b) of this Code section; and

(2) The consent of all members is had, unless the return of the contribution may be rightfully demanded under subsection (b) of this Code section; and

(3) The certificate required under Code Section 14-9A-20 is canceled or so amended as to set forth the withdrawal or reduction.

(3) The certificate required under Code Section 14-9A-20 is canceled or so amended as to set forth the withdrawal or reduction.

(b) Subject to subsection (a) of this Code section a limited partner may rightfully demand the return of his contribution: (1) On the dissolution of a partnership; or (2) When the date specified in the certificate for its return has arrived; or (3) After he has given six months' notice in writing to all other members, if no time is specified in the certificate, either for the return of the contribution or for the dissolution of the partnership.

(b) Subject to subsection (a) of this Code section a limited partner may rightfully demand the return of his contribution:

(1) On the dissolution of a partnership; or

(1) On the dissolution of a partnership; or

(2) When the date specified in the certificate for its return has arrived; or

(2) When the date specified in the certificate for its return has arrived; or

(3) After he has given six months' notice in writing to all other members, if no time is specified in the certificate, either for the return of the contribution or for the dissolution of the partnership.

(3) After he has given six months' notice in writing to all other members, if no time is specified in the certificate, either for the return of the contribution or for the dissolution of the partnership.

(c) In the absence of any statement in the certificate to the contrary or of the consent of all members, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution.

(c) In the absence of any statement in the certificate to the contrary or of the consent of all members, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution.

(d) A limited partner may have the partnership dissolved and its affairs wound up when: (1) He rightfully but unsuccessfully demands the return of his contribution; or (2) The other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by paragraph (1) of subsection (a) of this Code section and the limited partner would otherwise be entitled to the return of his contribution.

(d) A limited partner may have the partnership dissolved and its affairs wound up when:

(1) He rightfully but unsuccessfully demands the return of his contribution; or

(1) He rightfully but unsuccessfully demands the return of his contribution; or

(2) The other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by paragraph (1) of subsection (a) of this Code section and the limited partner would otherwise be entitled to the return of his contribution.

(2) The other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by paragraph (1) of subsection (a) of this Code section and the limited partner would otherwise be entitled to the return of his contribution.
O.C.G.A. § 14-2-302 — GA Code / Title 14 / Chapter 2 / Section 14-2-302
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-302
Status: in_force

Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or an amendment thereto adopted on or after April 1, 1969, provides otherwise. Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:

(1) To sue, be sued, complain, and defend in its corporate name;

(1) To sue, be sued, complain, and defend in its corporate name;

(2) To have a corporate seal which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(2) To have a corporate seal which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;

(4) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;

(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(6) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(10) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(13) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) To transact any lawful business that will aid governmental policy;

(14) To transact any lawful business that will aid governmental policy;

(15) To provide insurance for its benefit on the life or physical or mental ability of any of its directors, officers, or employees or any other person whose death or physical or mental disability might cause financial loss to the corporation; or, pursuant to any contractual arrangement with any shareholder concerning the reacquisition of shares owned by him at his death or disability, on the life or physical or mental ability of that shareholder, for the purpose of carrying out such contractual arrangement; or, pursuant to any contract obligating the corporation, as part of compensation arrangements, or pursuant to any contract obligating the corporation as guarantor or surety, on the life of the principal obligor, and for these purposes the corporation is deemed to have an insurable interest in such persons; and

(15) To provide insurance for its benefit on the life or physical or mental ability of any of its directors, officers, or employees or any other person whose death or physical or mental disability might cause financial loss to the corporation; or, pursuant to any contractual arrangement with any shareholder concerning the reacquisition of shares owned by him at his death or disability, on the life or physical or mental ability of that shareholder, for the purpose of carrying out such contractual arrangement; or, pursuant to any contract obligating the corporation, as part of compensation arrangements, or pursuant to any contract obligating the corporation as guarantor or surety, on the life of the principal obligor, and for these purposes the corporation is deemed to have an insurable interest in such persons; and

(16) To make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation.

(16) To make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation.
O.C.G.A. § 14-11-801 — GA Code / Title 14 / Chapter 11 / Section 14-11-801
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-801
Status: in_force

A member may commence a derivative action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met:

(1) Either management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company to sue in its own right or management of the limited liability company is vested in the members but the plaintiff does not have the authority to cause the limited liability company to sue in its own right under the provisions of the articles of organization or a written operating agreement;

(1) Either management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company to sue in its own right or management of the limited liability company is vested in the members but the plaintiff does not have the authority to cause the limited liability company to sue in its own right under the provisions of the articles of organization or a written operating agreement;

(2) The plaintiff has made written demand on those managers or those members with such authority requesting that such managers or such members take suitable action;

(2) The plaintiff has made written demand on those managers or those members with such authority requesting that such managers or such members take suitable action;

(3) Ninety days have expired from the date the demand was made unless the member has earlier been notified that the demand has been rejected by the limited liability company or unless irreparable injury to the limited liability company would result by waiting for the expiration of the 90 day period;

(3) Ninety days have expired from the date the demand was made unless the member has earlier been notified that the demand has been rejected by the limited liability company or unless irreparable injury to the limited liability company would result by waiting for the expiration of the 90 day period;

(4) The plaintiff (A) is a member of the limited liability company at the time of bringing the action, and (B) was a member of the limited liability company at the time of the transaction of which he or she complains, or his or her status as a member of the limited liability company has devolved upon him or her by operation of law from a person who was a member at the time of the transaction; and

(4) The plaintiff (A) is a member of the limited liability company at the time of bringing the action, and (B) was a member of the limited liability company at the time of the transaction of which he or she complains, or his or her status as a member of the limited liability company has devolved upon him or her by operation of law from a person who was a member at the time of the transaction; and

(5) The plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.

(5) The plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
O.C.G.A. § 14-5-1 — GA Code / Title 14 / Chapter 5 / Section 14-5-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-1
Status: in_force

This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations and is not intended to change or alter the legal status of any corporation in existence on April 1, 1969.
O.C.G.A. § 14-3-127 — GA Code / Title 14 / Chapter 3 / Section 14-3-127
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-127
Status: in_force

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.
O.C.G.A. § 14-5-2 — GA Code / Title 14 / Chapter 5 / Section 14-5-2
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-2
Status: in_force

All corporate powers and privileges of banking, trust, insurance, railroad, canal, navigation, express, and telegraph companies shall be issued and granted by the Secretary of State. Corporate powers and privileges of all other private companies shall be granted only as provided in Chapters 2 and 3 of this title.
O.C.G.A. § 14-9-405 — GA Code / Title 14 / Chapter 9 / Section 14-9-405
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-405
Status: in_force

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

(a) The partnership agreement may grant:

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

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

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

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

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

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

(c) In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section and by Code Section 14-9-504 , a partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide.

(c) In addition to the relative rights, powers, and duties authorized by subsections (a) and (b) of this Code section and by Code Section 14-9-504 , a partnership agreement may provide for classes or groups of general partners having such relative rights, powers, and duties as the partnership agreement may provide.
O.C.G.A. § 14-8-9 — GA Code / Title 14 / Chapter 8 / Section 14-8-9
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-9
Status: in_force

Subject to the provisions of Code Section 14-8-10.1 :

(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority;

(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority;

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners in the partnership agreement, at the time of the transaction or at any other time;

(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners in the partnership agreement, at the time of the transaction or at any other time;

(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to: (A) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership; (B) Dispose of the good will of the business; (C) Do any other act which would make it impossible to carry on the ordinary business of a partnership; (D) Confess a judgment; (E) Submit a partnership claim or liability to arbitration or reference;

(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(A) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;

(A) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;

(B) Dispose of the good will of the business;

(B) Dispose of the good will of the business;

(C) Do any other act which would make it impossible to carry on the ordinary business of a partnership;

(C) Do any other act which would make it impossible to carry on the ordinary business of a partnership;

(D) Confess a judgment;

(D) Confess a judgment;

(E) Submit a partnership claim or liability to arbitration or reference;

(E) Submit a partnership claim or liability to arbitration or reference;

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
O.C.G.A. § 14-2-1106 — GA Code / Title 14 / Chapter 2 / Section 14-2-1106
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1106
Status: in_force

(a) When a merger governed by this article takes effect: (1) Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation or entity except the surviving corporation or entity ceases; (2) The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred; (3) The surviving corporation or entity has all liabilities of each corporation or entity party to the merger; (4) A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased; (5) The articles of incorporation or other governing documents of the surviving corporation or entity are amended to the extent provided in the plan of merger; and (6) The shares of each corporation party to the merger and the shares of each of the entities party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the plan of merger or to their rights otherwise provided by law.

(a) When a merger governed by this article takes effect:

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

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

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

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

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

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

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

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

(5) The articles of incorporation or other governing documents of the surviving corporation or entity are amended to the extent provided in the plan of merger; and

(5) The articles of incorporation or other governing documents of the surviving corporation or entity are amended to the extent provided in the plan of merger; and

(6) The shares of each corporation party to the merger and the shares of each of the entities party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the plan of merger or to their rights otherwise provided by law.

(6) The shares of each corporation party to the merger and the shares of each of the entities party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the plan of merger or to their rights otherwise provided by law.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the share exchange rights provided in the plan of share exchange or to their rights under Article 13 of this chapter.

(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the share exchange rights provided in the plan of share exchange or to their rights under Article 13 of this chapter.

(c) For purposes of this Code section, the definitions contained in Code Section 14-2-1109 shall be applicable.

(c) For purposes of this Code section, the definitions contained in Code Section 14-2-1109 shall be applicable.