O.C.G.A. § 14-3-621 — GA Code / Title 14 / Chapter 3 / Section 14-3-621
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-621
Status: in_force

Unless otherwise expressly provided in a corporation's articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date:

(1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith;

(1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith;

(2) A procedure is fair and reasonable when either: (A) The articles or bylaws set forth a procedure that provides: (i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or (B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances;

(2) A procedure is fair and reasonable when either:

(A) The articles or bylaws set forth a procedure that provides: (i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(A) The articles or bylaws set forth a procedure that provides:

(i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

(i) Not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and

(ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances;

(B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances;

(3) Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery, return receipt requested, sent to the last address of the member shown on the corporation's records;

(3) Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery, return receipt requested, sent to the last address of the member shown on the corporation's records;

(4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and

(4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and

(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension.

(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension.
O.C.G.A. § 14-2-1531 — GA Code / Title 14 / Chapter 2 / Section 14-2-1531
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1531
Status: in_force

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1530 for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent.

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-2-1530 for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent.

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.

(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.

(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
O.C.G.A. § 14-2-1807 — GA Code / Title 14 / Chapter 2 / Section 14-2-1807
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1807
Status: in_force

(a) A benefit corporation shall include in every notice of a meeting of shareholders a conspicuous statement to the effect that it is a benefit corporation.

(a) A benefit corporation shall include in every notice of a meeting of shareholders a conspicuous statement to the effect that it is a benefit corporation.

(b) A benefit corporation shall, no less than annually, provide to its shareholders of record, and to any other person who may request a copy in writing, a written report addressing the benefit corporation's performance with respect to its pursuit of the public benefit or benefits specified in its articles of incorporation. The report shall include: (1) The objectives the board of directors established in connection with the pursuit of such public benefit or benefits; (2) The standard or standards the board of directors adopted to measure the benefit corporation's progress in pursuing such public benefit or benefits; (3) Factual information responsive to those standards regarding the benefit corporation's success or failure in meeting the objectives for pursuing such public benefit or benefits; and (4) An assessment of the benefit corporation's success or failure in meeting the objectives and accomplishing such public benefit or benefits.

(b) A benefit corporation shall, no less than annually, provide to its shareholders of record, and to any other person who may request a copy in writing, a written report addressing the benefit corporation's performance with respect to its pursuit of the public benefit or benefits specified in its articles of incorporation. The report shall include:

(1) The objectives the board of directors established in connection with the pursuit of such public benefit or benefits;

(1) The objectives the board of directors established in connection with the pursuit of such public benefit or benefits;

(2) The standard or standards the board of directors adopted to measure the benefit corporation's progress in pursuing such public benefit or benefits;

(2) The standard or standards the board of directors adopted to measure the benefit corporation's progress in pursuing such public benefit or benefits;

(3) Factual information responsive to those standards regarding the benefit corporation's success or failure in meeting the objectives for pursuing such public benefit or benefits; and

(3) Factual information responsive to those standards regarding the benefit corporation's success or failure in meeting the objectives for pursuing such public benefit or benefits; and

(4) An assessment of the benefit corporation's success or failure in meeting the objectives and accomplishing such public benefit or benefits.

(4) An assessment of the benefit corporation's success or failure in meeting the objectives and accomplishing such public benefit or benefits.

(c) In addition to complying with subsection (b) of this Code section, a benefit corporation may include in its articles of incorporation or bylaws provisions imposing upon the benefit corporation any or all of the following additional requirements: (1) That the benefit corporation provide its report more frequently than annually; (2) That the benefit corporation make the report generally available to the public via the internet or other readily accessible means; (3) That the benefit corporation use a third-party standard in connection with measuring the benefit corporation's progress in accomplishing its stated public benefit or benefits; (4) That the benefit corporation provide with its report a periodic third-party certification with respect to the benefit corporation's progress in accomplishing its stated public benefit or benefits; or (5) That the report comply with any additional requirements as the board of directors may determine.

(c) In addition to complying with subsection (b) of this Code section, a benefit corporation may include in its articles of incorporation or bylaws provisions imposing upon the benefit corporation any or all of the following additional requirements:

(1) That the benefit corporation provide its report more frequently than annually;

(1) That the benefit corporation provide its report more frequently than annually;

(2) That the benefit corporation make the report generally available to the public via the internet or other readily accessible means;

(2) That the benefit corporation make the report generally available to the public via the internet or other readily accessible means;

(3) That the benefit corporation use a third-party standard in connection with measuring the benefit corporation's progress in accomplishing its stated public benefit or benefits;

(3) That the benefit corporation use a third-party standard in connection with measuring the benefit corporation's progress in accomplishing its stated public benefit or benefits;

(4) That the benefit corporation provide with its report a periodic third-party certification with respect to the benefit corporation's progress in accomplishing its stated public benefit or benefits; or

(4) That the benefit corporation provide with its report a periodic third-party certification with respect to the benefit corporation's progress in accomplishing its stated public benefit or benefits; or

(5) That the report comply with any additional requirements as the board of directors may determine.

(5) That the report comply with any additional requirements as the board of directors may determine.
O.C.G.A. § 14-9-906 — GA Code / Title 14 / Chapter 9 / Section 14-9-906
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-906
Status: in_force

A foreign limited partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth:

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

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

(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 the Secretary of State pursuant to paragraph (3) of this Code section may be mailed; and

(4) A mailing address to which a copy of any process served on the Secretary of State pursuant to paragraph (3) of this Code section may be mailed; and

(5) A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this Code section.

(5) A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this Code section.
O.C.G.A. § 14-11-205 — GA Code / Title 14 / Chapter 11 / Section 14-11-205
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-205
Status: in_force

(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed: (1) By any member; (2) By any manager if management of the limited liability company is vested in one or more managers; (3) By any organizer if the limited liability company has been formed but it has no members or managers; or (4) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(a) Unless otherwise specified in any other Code section of this chapter, any document required or permitted by this chapter to be delivered to the Secretary of State for filing shall be executed:

(1) By any member;

(1) By any member;

(2) By any manager if management of the limited liability company is vested in one or more managers;

(2) By any manager if management of the limited liability company is vested in one or more managers;

(3) By any organizer if the limited liability company has been formed but it has no members or managers; or

(3) By any organizer if the limited liability company has been formed but it has no members or managers; or

(4) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(4) If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(b) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.

(b) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs.

(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.

(c) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.
O.C.G.A. § 14-8-48 — GA Code / Title 14 / Chapter 8 / Section 14-8-48
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-48
Status: in_force

(a) A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name: (1) Must contain the words “limited liability partnership” or “limited liability limited partnership” (it being permitted to abbreviate the word “limited” as “ltd.”) or the abbreviation “L.L.P.” or “L.L.L.P.” or the designation “LLP” or “LLLP”; (2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, nonprofit corporation, limited partnership, foreign limited liability partnership, professional corporation, professional association, limited liability company, or limited liability partnership on file with the Secretary of State pursuant to this title; and (3) May not contain any words indicating that the business is organized other than as a limited liability partnership.

(a) A foreign limited liability partnership may apply for a certificate of authority with the Secretary of State under any name, whether or not it is the name under which it is registered in its jurisdiction of organization; provided, however, that such name:

(1) Must contain the words “limited liability partnership” or “limited liability limited partnership” (it being permitted to abbreviate the word “limited” as “ltd.”) or the abbreviation “L.L.P.” or “L.L.L.P.” or the designation “LLP” or “LLLP”;

(1) Must contain the words “limited liability partnership” or “limited liability limited partnership” (it being permitted to abbreviate the word “limited” as “ltd.”) or the abbreviation “L.L.P.” or “L.L.L.P.” or the designation “LLP” or “LLLP”;

(2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, nonprofit corporation, limited partnership, foreign limited liability partnership, professional corporation, professional association, limited liability company, or limited liability partnership on file with the Secretary of State pursuant to this title; and

(2) Must be distinguishable on the records of the Secretary of State from the name of any corporation, nonprofit corporation, limited partnership, foreign limited liability partnership, professional corporation, professional association, limited liability company, or limited liability partnership on file with the Secretary of State pursuant to this title; and

(3) May not contain any words indicating that the business is organized other than as a limited liability partnership.

(3) May not contain any words indicating that the business is organized other than as a limited liability partnership.

(b) Whenever a foreign limited liability partnership is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability partnership with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited liability partnership shall be issued in its name with such additions, and the foreign limited liability partnership shall use such name with such additions in all its dealings with the Secretary of State.

(b) Whenever a foreign limited liability partnership is unable to procure a certificate of authority to transact business in this state because its name does not comply with paragraph (2) of subsection (a) of this Code section, it may nonetheless apply for authority to transact business in this state by adding in parentheses to its name in such application a word, abbreviation, or other distinctive and distinguishing element such as the name of the jurisdiction where it is organized. If in the judgment of the Secretary of State the name of the foreign limited liability partnership with such addition would comply with subsection (a) of this Code section, subsection (a) of this Code section shall not be a bar to the issuance to such foreign limited liability partnership of a certificate of authority to transact business in this state. In such case, any such certificate issued to such foreign limited liability partnership shall be issued in its name with such additions, and the foreign limited liability partnership shall use such name with such additions in all its dealings with the Secretary of State.
O.C.G.A. § 14-3-123 — GA Code / Title 14 / Chapter 3 / Section 14-3-123
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-123
Status: in_force

(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-3-124 , a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At any later time specified in the document as its effective time on the date it is filed.

(a) Except as provided in subsection (b) of this Code section and subsection (c) of Code Section 14-3-124 , a document is effective:

(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or

(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or

(2) At any later time specified in the document as its effective time on the date it is filed.

(2) At any later time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.

(c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-3-125 and, if the applicant returns the document with corrections in accordance with the rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient.

(c) If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section 14-3-125 and, if the applicant returns the document with corrections in accordance with the rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient.
O.C.G.A. § 14-2-914 — GA Code / Title 14 / Chapter 2 / Section 14-2-914
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-914
Status: in_force

(a) This Code section and Code Sections 14-2-915 through 14-2-917 apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved.

(a) This Code section and Code Sections 14-2-915 through 14-2-917 apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved.

(b) The provisions of Code Sections 14-2-915 through 14-2-917 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(b) The provisions of Code Sections 14-2-915 through 14-2-917 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(c) An amendment to the articles of incorporation to provide for application of Code Sections 14-2-915 through 14-2-917 , or to modify or delete the provisions of these Code sections, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.

(c) An amendment to the articles of incorporation to provide for application of Code Sections 14-2-915 through 14-2-917 , or to modify or delete the provisions of these Code sections, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.

(d) A shareholder who votes against an amendment to modify or delete the provisions of Code Sections 14-2-915 through 14-2-917 is entitled to dissenters' rights under Article 13 of this chapter if the amendment upon adoption terminates or substantially alters his existing rights under these Code sections to have his shares purchased.

(d) A shareholder who votes against an amendment to modify or delete the provisions of Code Sections 14-2-915 through 14-2-917 is entitled to dissenters' rights under Article 13 of this chapter if the amendment upon adoption terminates or substantially alters his existing rights under these Code sections to have his shares purchased.

(e) A shareholder may waive his and his estate's rights under Code Sections 14-2-915 through 14-2-917 by a signed writing.

(e) A shareholder may waive his and his estate's rights under Code Sections 14-2-915 through 14-2-917 by a signed writing.

(f) Code Sections 14-2-915 through 14-2-917 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independently of these Code sections.

(f) Code Sections 14-2-915 through 14-2-917 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independently of these Code sections.
O.C.G.A. § 14-11-210 — GA Code / Title 14 / Chapter 11 / Section 14-11-210
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-210
Status: in_force

(a) A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the limited liability company; (2) The date the articles of organization were filed; (3) The amendment to the articles of organization; and (4) The effective date and time of the amendment if later than the date and time the articles of amendment are filed.

(a) A limited liability company amending its articles of organization shall deliver to the Secretary of State for filing articles of amendment setting forth:

(1) The name of the limited liability company;

(1) The name of the limited liability company;

(2) The date the articles of organization were filed;

(2) The date the articles of organization were filed;

(3) The amendment to the articles of organization; and

(3) The amendment to the articles of organization; and

(4) The effective date and time of the amendment if later than the date and time the articles of amendment are filed.

(4) The effective date and time of the amendment if later than the date and time the articles of amendment are filed.

(b) The articles of organization may be amended in any and as many respects as may be desired so long as the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.

(b) The articles of organization may be amended in any and as many respects as may be desired so long as the articles of organization as amended contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.

(c) Articles of organization may be restated to include only those provisions then in effect, or amended and so restated, at any time. Restated articles of organization shall be delivered to the Secretary of State for filing and shall be specifically designated as such in the heading.

(c) Articles of organization may be restated to include only those provisions then in effect, or amended and so restated, at any time. Restated articles of organization shall be delivered to the Secretary of State for filing and shall be specifically designated as such in the heading.
O.C.G.A. § 14-2-129 — GA Code / Title 14 / Chapter 2 / Section 14-2-129
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-129
Status: in_force

A person who signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed $500.00.
O.C.G.A. § 14-2-1804 — GA Code / Title 14 / Chapter 2 / Section 14-2-1804
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1804
Status: in_force

Any stock certificate issued by a benefit corporation shall state conspicuously that the corporation is a benefit corporation.
O.C.G.A. § 14-11-711 — GA Code / Title 14 / Chapter 11 / Section 14-11-711
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-711
Status: in_force

(a) A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.

(a) A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.

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

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

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

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

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

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

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

(2) If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00.
O.C.G.A. § 14-2-1105-1 — GA Code / Title 14 / Chapter 2 / Section 14-2-1105-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1105.1
Status: in_force

(a) Together with the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall deliver to the Secretary of State an undertaking (which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of filing the articles or certificate of merger or share exchange and payment therefor will be made as required by subsection (b) of this Code section.

(a) Together with the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall deliver to the Secretary of State an undertaking (which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of filing the articles or certificate of merger or share exchange and payment therefor will be made as required by subsection (b) of this Code section.

(b) No later than the next business day after filing the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving or acquiring corporation is to be located, if the surviving corporation will be required to maintain a registered office in Georgia, or where the registered office of the merging or acquired corporation was located prior to the merger or share exchange in any other case, 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 (MERGER) (SHARE EXCHANGE) Notice is given that articles or a certificate of (merger) (share exchange) which will effect a (merger) (share exchange) by and between _____ (name and state of incorporation of each of the constituent corporations) has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The name of the (surviving) (acquiring) corporation in the (merger) (share exchange) is _____, a corporation incorporated in the State of _____. The registered office of such corporation (is) (will be) located at _____ (address of registered office) and its registered (agent) (agents) at such address (is) (are) _____ (name or names of agent or agents).” 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 surviving or acquiring corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger or share exchange.

(b) No later than the next business day after filing the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving or acquiring corporation is to be located, if the surviving corporation will be required to maintain a registered office in Georgia, or where the registered office of the merging or acquired corporation was located prior to the merger or share exchange in any other case, 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 (MERGER) (SHARE EXCHANGE)

Notice is given that articles or a certificate of (merger) (share exchange) which will effect a (merger) (share exchange) by and between _____ (name and state of incorporation of each of the constituent corporations) has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The name of the (surviving) (acquiring) corporation in the (merger) (share exchange) is _____, a corporation incorporated in the State of _____. The registered office of such corporation (is) (will be) located at _____ (address of registered office) and its registered (agent) (agents) at such address (is) (are) _____ (name or names of agent or agents).”

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 surviving or acquiring corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger or share exchange.
O.C.G.A. § 14-2-1104 — GA Code / Title 14 / Chapter 2 / Section 14-2-1104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1104
Status: in_force

(a) A parent corporation that owns at least 90 percent of the outstanding shares of each class and series of a subsidiary corporation may merge the subsidiary into itself or into another such subsidiary or merge itself into the subsidiary without the approval of the board of directors or shareholders of the subsidiary.

(a) A parent corporation that owns at least 90 percent of the outstanding shares of each class and series of a subsidiary corporation may merge the subsidiary into itself or into another such subsidiary or merge itself into the subsidiary without the approval of the board of directors or shareholders of the subsidiary.

(b) The board of directors of the parent shall adopt a plan of merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and basis of converting the shares of the parent or subsidiary into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination thereof, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to such holder.

(b) The board of directors of the parent shall adopt a plan of merger that sets forth:

(1) The names of the parent and subsidiary; and

(1) The names of the parent and subsidiary; and

(2) The manner and basis of converting the shares of the parent or subsidiary into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination thereof, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to such holder.

(2) The manner and basis of converting the shares of the parent or subsidiary into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination thereof, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to such holder.

(c) If, as provided under subsection (a) of this Code section, approval of a merger by the subsidiary's shareholders is not required, the surviving corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

(c) If, as provided under subsection (a) of this Code section, approval of a merger by the subsidiary's shareholders is not required, the surviving corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

(d) Except as provided in subsections (a), (b), and (c) of this Code section, a merger between a parent and a subsidiary shall be governed by the provisions of Article 11 of this chapter applicable to mergers generally.

(d) Except as provided in subsections (a), (b), and (c) of this Code section, a merger between a parent and a subsidiary shall be governed by the provisions of Article 11 of this chapter applicable to mergers generally.

(e) Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “ facts ” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.

(e) Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “ facts ” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
O.C.G.A. § 14-2-1423 — GA Code / Title 14 / Chapter 2 / Section 14-2-1423
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1423
Status: in_force

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-2-504 with a written notice that explains the reason or reasons for denial.

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under Code Section 14-2-504 with a written notice that explains the reason or reasons for denial.

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

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

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

(c) The court's final decision may be appealed as in other civil proceedings.
O.C.G.A. § 14-9-602 — GA Code / Title 14 / Chapter 9 / Section 14-9-602
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-602
Status: in_force

(a) A person ceases to be a general partner of a limited partnership upon the occurrence of one or more of the following events: (1) The general partner withdraws by voluntary act from the limited partnership as provided in subsection (c) of this Code section; (2) The general partner ceases to be a member of the limited partnership as provided in paragraph (4) of subsection (a) of Code Section 14-9-702 ; (3) The general partner is removed as a general partner in accordance with the partnership agreement; (4) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudicated a bankrupt or insolvent; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties; (5) Unless otherwise provided in the partnership agreement or approved by written consent of all partners at the time, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any stay, the appointment is not vacated; (6) In the case of a general partner who is an individual: (A) His death; or (B) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (7) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner who is a trust or is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee; (8) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a corporation, the filing of a certificate of the corporation's dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter; (10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership; or (11) Except as approved by written consent of all partners at the time, any event specified in writing in the partnership agreement as resulting in a person ceasing to be a general partner.

(a) A person ceases to be a general partner of a limited partnership upon the occurrence of one or more of the following events:

(1) The general partner withdraws by voluntary act from the limited partnership as provided in subsection (c) of this Code section;

(1) The general partner withdraws by voluntary act from the limited partnership as provided in subsection (c) of this Code section;

(2) The general partner ceases to be a member of the limited partnership as provided in paragraph (4) of subsection (a) of Code Section 14-9-702 ;

(2) The general partner ceases to be a member of the limited partnership as provided in paragraph (4) of subsection (a) of Code Section 14-9-702 ;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, the general partner: (A) Makes an assignment for the benefit of creditors; (B) Files a voluntary petition in bankruptcy; (C) Is adjudicated a bankrupt or insolvent; (D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (F) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(4) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, the general partner:

(A) Makes an assignment for the benefit of creditors;

(A) Makes an assignment for the benefit of creditors;

(B) Files a voluntary petition in bankruptcy;

(B) Files a voluntary petition in bankruptcy;

(C) Is adjudicated a bankrupt or insolvent;

(C) Is adjudicated a bankrupt or insolvent;

(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(F) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(F) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

(5) Unless otherwise provided in the partnership agreement or approved by written consent of all partners at the time, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any stay, the appointment is not vacated;

(5) Unless otherwise provided in the partnership agreement or approved by written consent of all partners at the time, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within 90 days after the expiration of any stay, the appointment is not vacated;

(6) In the case of a general partner who is an individual: (A) His death; or (B) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(6) In the case of a general partner who is an individual:

(A) His death; or

(A) His death; or

(B) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(B) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(7) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner who is a trust or is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(7) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner who is a trust or is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(8) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(8) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a corporation, the filing of a certificate of the corporation's dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter;

(9) Unless otherwise provided in writing in the partnership agreement or approved by written consent of all partners at the time, in the case of a general partner that is a corporation, the filing of a certificate of the corporation's dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter;

(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership; or

(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership; or

(11) Except as approved by written consent of all partners at the time, any event specified in writing in the partnership agreement as resulting in a person ceasing to be a general partner.

(11) Except as approved by written consent of all partners at the time, any event specified in writing in the partnership agreement as resulting in a person ceasing to be a general partner.

(b) The withdrawing general partner shall give such notice of withdrawal, if any, as is provided for in subsection (c) of this Code section or in writing in the partnership agreement and is subject to damages caused by the failure to give such notice or to such penalties, if any, as are provided for in the agreement for failure to give notice.

(b) The withdrawing general partner shall give such notice of withdrawal, if any, as is provided for in subsection (c) of this Code section or in writing in the partnership agreement and is subject to damages caused by the failure to give such notice or to such penalties, if any, as are provided for in the agreement for failure to give notice.

(c) A general partner may withdraw by voluntary act from a limited partnership at any time by giving 90 days' written notice to the other partners, or such other notice as is provided for in the partnership agreement, but if the withdrawal violates the partnership agreement or it occurs as a result of otherwise wrongful conduct of the general partner, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement, including the reasonable cost of obtaining replacement of the services the withdrawing general partner was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in the partnership agreement or otherwise available under applicable law. Unless otherwise provided in the partnership agreement, in the case of a partnership for a definite term or particular undertaking, a withdrawal by a general partner before the expiration of that term or completion of that undertaking is a breach of the partnership agreement.

(c) A general partner may withdraw by voluntary act from a limited partnership at any time by giving 90 days' written notice to the other partners, or such other notice as is provided for in the partnership agreement, but if the withdrawal violates the partnership agreement or it occurs as a result of otherwise wrongful conduct of the general partner, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement, including the reasonable cost of obtaining replacement of the services the withdrawing general partner was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in the partnership agreement or otherwise available under applicable law. Unless otherwise provided in the partnership agreement, in the case of a partnership for a definite term or particular undertaking, a withdrawal by a general partner before the expiration of that term or completion of that undertaking is a breach of the partnership agreement.

(d) A general partner who ceases to be a general partner under this Code section shall be personally liable to any creditor who extended credit to the limited partnership prior to the time: (1) The partnership causes an appropriate certificate of amendment to be executed and filed in accordance with Code Sections 14-9-204 through 14-9-206 ; or (2) He or his representative files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (d) of Code Section 14-9-602 of the Official Code of Georgia Annotated” that sets forth: (A) The name of the limited partnership; (B) The name and mailing address of the person signing the writing; (C) That the person signing the writing has ceased to be a general partner in the partnership; (D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an amended certificate of limited partnership; (ii) Instituted a proceeding pursuant to Code Section 14-9-204 , which proceeding has not been concluded; and (E) That the writing is being filed pursuant to this paragraph and that the person signing the writing is claiming that he has ceased to be a general partner in the partnership named in the writing.

(d) A general partner who ceases to be a general partner under this Code section shall be personally liable to any creditor who extended credit to the limited partnership prior to the time:

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

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

(2) He or his representative files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (d) of Code Section 14-9-602 of the Official Code of Georgia Annotated” that sets forth: (A) The name of the limited partnership; (B) The name and mailing address of the person signing the writing; (C) That the person signing the writing has ceased to be a general partner in the partnership; (D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an amended certificate of limited partnership; (ii) Instituted a proceeding pursuant to Code Section 14-9-204 , which proceeding has not been concluded; and (E) That the writing is being filed pursuant to this paragraph and that the person signing the writing is claiming that he has ceased to be a general partner in the partnership named in the writing.

(2) He or his representative files or causes to be filed with the Secretary of State in accordance with the procedures contained in subsection (a) of Code Section 14-9-206 a writing entitled “Filing Pursuant to Paragraph (2) of Subsection (d) of Code Section 14-9-602 of the Official Code of Georgia Annotated” that sets forth:

(A) The name of the limited partnership;

(A) The name of the limited partnership;

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

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

(C) That the person signing the writing has ceased to be a general partner in the partnership;

(C) That the person signing the writing has ceased to be a general partner in the partnership;

(D) That the person signing the writing has done one or both of the following: (i) Requested a general partner of the limited partnership to file an amended certificate of limited partnership; (ii) Instituted a proceeding pursuant to Code Section 14-9-204 , which proceeding has not been concluded; and

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

(i) Requested a general partner of the limited partnership to file an amended certificate of limited partnership;

(i) Requested a general partner of the limited partnership to file an amended certificate of limited partnership;

(ii) Instituted a proceeding pursuant to Code Section 14-9-204 , which proceeding has not been concluded; and

(ii) Instituted a proceeding pursuant to Code Section 14-9-204 , which proceeding has not been concluded; and

(E) That the writing is being filed pursuant to this paragraph and that the person signing the writing is claiming that he has ceased to be a general partner in the partnership named in the writing.

(E) That the writing is being filed pursuant to this paragraph and that the person signing the writing is claiming that he has ceased to be a general partner in the partnership named in the writing.

(e) A general partner who ceases to be a general partner under this Code section shall not be personally liable as a general partner for any partnership debt incurred after one of the events specified in subsection (d) of this Code section unless the applicable creditor at the time the partnership debt is incurred had a reasonable basis for believing that the partner remained a general partner. The creditor shall be deemed to have a reasonable basis for believing that the partner remained a general partner if the creditor was a creditor of the partnership at the time of the general partner's withdrawal or had extended credit to the partnership within two years prior to the withdrawal and, in either case, had no knowledge or notice of the general partner's withdrawal.

(e) A general partner who ceases to be a general partner under this Code section shall not be personally liable as a general partner for any partnership debt incurred after one of the events specified in subsection (d) of this Code section unless the applicable creditor at the time the partnership debt is incurred had a reasonable basis for believing that the partner remained a general partner. The creditor shall be deemed to have a reasonable basis for believing that the partner remained a general partner if the creditor was a creditor of the partnership at the time of the general partner's withdrawal or had extended credit to the partnership within two years prior to the withdrawal and, in either case, had no knowledge or notice of the general partner's withdrawal.

(f) The filing of a writing or certificate provided for in subsection (d) of this Code section shall not alone constitute notice within the meaning of subsection (e) of this Code section.

(f) The filing of a writing or certificate provided for in subsection (d) of this Code section shall not alone constitute notice within the meaning of subsection (e) of this Code section.
O.C.G.A. § 14-2-305 — GA Code / Title 14 / Chapter 2 / Section 14-2-305
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-305
Status: in_force

Subject to the requirements set forth in paragraph (1) of subsection (b) of Code Section 14-2-1003 , with respect to the submission of amendments to the articles of incorporation to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1103 , with respect to the submission of a plan of merger or share exchange to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1202 , with respect to the submission of a disposition of assets requiring shareholder approval to shareholders; and paragraph (1) of subsection (b) of Code Section 14-2-1402 , with respect to the submission of a proposed dissolution to shareholders, a corporation may agree to submit a matter to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to adopting or approving such matter that such matter is no longer advisable and recommends that the shareholders reject or vote against the matter.
O.C.G.A. § 14-9-108 — GA Code / Title 14 / Chapter 9 / Section 14-9-108
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-108
Status: in_force

(a) Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person: (1) For intentional misconduct or a knowing violation of law; or (2) For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement. This Code section shall govern limited partnerships to the exclusion of paragraph (2) of Code Section 14-8-18 .

(a) Subject to any limitations expressly set forth in the partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, provided that the partnership shall not indemnify any person:

(1) For intentional misconduct or a knowing violation of law; or

(1) For intentional misconduct or a knowing violation of law; or

(2) For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement.

(2) For any transaction for which the person received a personal benefit in violation or breach of any provision of the partnership agreement.

This Code section shall govern limited partnerships to the exclusion of paragraph (2) of Code Section 14-8-18 .

(b) To the extent that, at law or in equity, a partner has duties including but not limited to fiduciary duties and liabilities relating thereto to a limited partnership or another partner: (1) The partner's duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and (2) The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of partners.

(b) To the extent that, at law or in equity, a partner has duties including but not limited to fiduciary duties and liabilities relating thereto to a limited partnership or another partner:

(1) The partner's duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and

(1) The partner's duties and liabilities may be expanded, restricted, or eliminated by provisions in the partnership agreement; provided, however, that no such provision shall eliminate or limit the liability of a partner for intentional misconduct or a knowing violation of law or for any transaction for which the partner received a personal benefit in violation or breach of any provision of the partnership agreement; and

(2) The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of partners.

(2) The partner shall have no liability to the limited partnership or to any other partner for his or her good faith reliance on the provisions of the partnership agreement, including, without limitation, provisions thereof that relate to the scope of duties including but not limited to fiduciary duties of partners.
O.C.G.A. § 14-10-4 — GA Code / Title 14 / Chapter 10 / Section 14-10-4
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-4
Status: in_force

(a) Articles of association. (1) FILING; CONTENTS.To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association's principal office is located. Articles of association may contain any provision not in violation of law or the public policy of this state as the members of the association may decide. (2) Recording; fees. The clerk shall record the articles of association and any amendments thereto or instruments of dissolution thereof in the same manner as required for articles of incorporation and shall receive a fee as required by paragraph (1) of subsection (g) of Code Section 15-6-77 . Articles shall not be required to be published or recorded elsewhere. Such record of the articles, when so recorded, shall be notice of the articles to the world as well as to all parties dealing with such association. (3) AMENDMENT; DISSOLUTION.The articles may be amended or dissolved at any time by agreement of two-thirds of the members at any regular meeting or at a special meeting called for that purpose and upon filing the amendment or instrument of dissolution in the same place or places as the original article of association.

(a) Articles of association.

(1) FILING; CONTENTS.To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association's principal office is located. Articles of association may contain any provision not in violation of law or the public policy of this state as the members of the association may decide.

(1) FILING; CONTENTS.To form a professional association, such persons shall execute and file articles of association in the office of the clerk of the superior court in the county in which the association's principal office is located. Articles of association may contain any provision not in violation of law or the public policy of this state as the members of the association may decide.

(2) Recording; fees. The clerk shall record the articles of association and any amendments thereto or instruments of dissolution thereof in the same manner as required for articles of incorporation and shall receive a fee as required by paragraph (1) of subsection (g) of Code Section 15-6-77 . Articles shall not be required to be published or recorded elsewhere. Such record of the articles, when so recorded, shall be notice of the articles to the world as well as to all parties dealing with such association.

(2) Recording; fees. The clerk shall record the articles of association and any amendments thereto or instruments of dissolution thereof in the same manner as required for articles of incorporation and shall receive a fee as required by paragraph (1) of subsection (g) of Code Section 15-6-77 . Articles shall not be required to be published or recorded elsewhere. Such record of the articles, when so recorded, shall be notice of the articles to the world as well as to all parties dealing with such association.

(3) AMENDMENT; DISSOLUTION.The articles may be amended or dissolved at any time by agreement of two-thirds of the members at any regular meeting or at a special meeting called for that purpose and upon filing the amendment or instrument of dissolution in the same place or places as the original article of association.

(3) AMENDMENT; DISSOLUTION.The articles may be amended or dissolved at any time by agreement of two-thirds of the members at any regular meeting or at a special meeting called for that purpose and upon filing the amendment or instrument of dissolution in the same place or places as the original article of association.

(b) Name. The persons forming the association shall adopt such name for the association as they in their discretion may determine; but the name selected shall be followed by the words “Professional Association” or the abbreviation “P.A.”

(b) Name. The persons forming the association shall adopt such name for the association as they in their discretion may determine; but the name selected shall be followed by the words “Professional Association” or the abbreviation “P.A.”
O.C.G.A. § 14-2-1101 — GA Code / Title 14 / Chapter 2 / Section 14-2-1101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1101
Status: in_force

(a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103 ) approve a plan of merger.

(a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103 ) approve a plan of merger.

(b) The plan of merger must set forth: (1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting the shares of each corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to each such holder.

(b) The plan of merger must set forth:

(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

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

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

(3) The manner and basis of converting the shares of each corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to each such holder.

(3) The manner and basis of converting the shares of each corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to each such holder.

(c) The plan of merger may set forth: (1) Amendments to the articles of incorporation of the surviving corporation; (2) A provision that the plan may be amended prior to the time the merger has become effective, but if shareholders of a corporation that is a party to the merger are required or permitted to vote on the plan, subsequent to approval of the plan by such shareholders the plan may not be amended to change in any respect not expressly authorized by such shareholders in connection with the approval of the plan: (A) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received under the plan by the shareholders of any party to the merger if such change would adversely affect such shareholders; (B) The articles of incorporation of any corporation that will survive as a result of the merger, except for changes permitted by Code Section 14-2-1002 or changes that would not adversely affect such shareholders; or (C) Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and in the event that the plan of merger is amended after articles or a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a certificate of amendment of merger executed on behalf of each party to the merger by an officer or other duly authorized representative shall be delivered to the Secretary of State for filing prior to the effectiveness of the merger; and (3) Other provisions relating to the merger.

(c) The plan of merger may set forth:

(1) Amendments to the articles of incorporation of the surviving corporation;

(1) Amendments to the articles of incorporation of the surviving corporation;

(2) A provision that the plan may be amended prior to the time the merger has become effective, but if shareholders of a corporation that is a party to the merger are required or permitted to vote on the plan, subsequent to approval of the plan by such shareholders the plan may not be amended to change in any respect not expressly authorized by such shareholders in connection with the approval of the plan: (A) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received under the plan by the shareholders of any party to the merger if such change would adversely affect such shareholders; (B) The articles of incorporation of any corporation that will survive as a result of the merger, except for changes permitted by Code Section 14-2-1002 or changes that would not adversely affect such shareholders; or (C) Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and in the event that the plan of merger is amended after articles or a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a certificate of amendment of merger executed on behalf of each party to the merger by an officer or other duly authorized representative shall be delivered to the Secretary of State for filing prior to the effectiveness of the merger; and

(2) A provision that the plan may be amended prior to the time the merger has become effective, but if shareholders of a corporation that is a party to the merger are required or permitted to vote on the plan, subsequent to approval of the plan by such shareholders the plan may not be amended to change in any respect not expressly authorized by such shareholders in connection with the approval of the plan:

(A) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received under the plan by the shareholders of any party to the merger if such change would adversely affect such shareholders;

(A) The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received under the plan by the shareholders of any party to the merger if such change would adversely affect such shareholders;

(B) The articles of incorporation of any corporation that will survive as a result of the merger, except for changes permitted by Code Section 14-2-1002 or changes that would not adversely affect such shareholders; or

(B) The articles of incorporation of any corporation that will survive as a result of the merger, except for changes permitted by Code Section 14-2-1002 or changes that would not adversely affect such shareholders; or

(C) Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and

(C) Any of the other terms or conditions of the plan if such change would adversely affect such shareholders in any material respect; and

in the event that the plan of merger is amended after articles or a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a certificate of amendment of merger executed on behalf of each party to the merger by an officer or other duly authorized representative shall be delivered to the Secretary of State for filing prior to the effectiveness of the merger; and

(3) Other provisions relating to the merger.

(3) Other provisions relating to the merger.

(d) Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “facts” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.

(d) Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “facts” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
O.C.G.A. § 14-3-1102 — GA Code / Title 14 / Chapter 3 / Section 14-3-1102
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1102
Status: in_force

(a) A charitable corporation may merge with a corporation or foreign corporation or other entity without the prior approval of the superior court so long as notice is provided to the Attorney General pursuant to subsection (b) of this Code section and: (1) The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or (2)(A) On or prior to the effective date of the merger, 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 merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.

(a) A charitable corporation may merge with a corporation or foreign corporation or other entity without the prior approval of the superior court so long as notice is provided to the Attorney General pursuant to subsection (b) of this Code section and:

(1) The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or

(1) The corporation or entity which is the surviving corporation or entity is a charitable corporation after the merger; or

(2)(A) On or prior to the effective date of the merger, 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 merger, in accordance with such condition; and (C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.

(2)(A) On or prior to the effective date of the merger, 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;

(2)(A) On or prior to the effective date of the merger, 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 merger, 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 merger, in accordance with such condition; and

(C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.

(C) The merger is approved by a majority of directors of the corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation or entity.

(b) At least 30 days before consummation of any merger of a corporation pursuant to this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.

(b) At least 30 days before consummation of any merger of a corporation pursuant to this Code section, notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.

(c) No member of a charitable corporation may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity without the prior approval of the superior court in a proceeding in which the Attorney General is provided notice. The court shall approve the transaction if it is in the public interest.

(c) No member of a charitable corporation may receive or keep anything as a result of a merger other than membership in the surviving corporation or entity without the prior approval of the superior court in a proceeding in which the Attorney General is provided notice. The court shall approve the transaction if it is in the public interest.
O.C.G.A. § 14-3-870 — GA Code / Title 14 / Chapter 3 / Section 14-3-870
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-870
Status: in_force

(a) A corporation may disclaim, in its articles of incorporation or bylaws or by action of its members or board of directors, any interest of the corporation in, or in being offered, or in excluding directors or officers from taking advantage of or participating in, specific business opportunities or classes or categories of business opportunities that are, have been, or may be in the future presented to the corporation or to one or more of its directors or officers. For purposes of this part, the terms “ director ” and “ directors ” include a person or persons other than directors to the extent discretion or powers of the board of directors are vested in such person or persons pursuant to Code Section 14-3-801 .

(a) A corporation may disclaim, in its articles of incorporation or bylaws or by action of its members or board of directors, any interest of the corporation in, or in being offered, or in excluding directors or officers from taking advantage of or participating in, specific business opportunities or classes or categories of business opportunities that are, have been, or may be in the future presented to the corporation or to one or more of its directors or officers. For purposes of this part, the terms “ director ” and “ directors ” include a person or persons other than directors to the extent discretion or powers of the board of directors are vested in such person or persons pursuant to Code Section 14-3-801 .

(b) A director's or officer's taking advantage of, or participating in, directly or indirectly, a specific business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against such director or officer, in a proceeding by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground that such opportunity should have been first offered to the corporation or that the corporation had an interest in, or in being offered, or in excluding the director or officer from taking advantage of or participating in, such opportunity, to the extent that the corporation has disclaimed any such interest with respect to such business opportunity pursuant to subsection (a) of this Code section, either with respect to the specific business opportunity or with respect to a class or category of business opportunities that includes such opportunity.

(b) A director's or officer's taking advantage of, or participating in, directly or indirectly, a specific business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against such director or officer, in a proceeding by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground that such opportunity should have been first offered to the corporation or that the corporation had an interest in, or in being offered, or in excluding the director or officer from taking advantage of or participating in, such opportunity, to the extent that the corporation has disclaimed any such interest with respect to such business opportunity pursuant to subsection (a) of this Code section, either with respect to the specific business opportunity or with respect to a class or category of business opportunities that includes such opportunity.

(c) Action by the members or board of directors of the corporation approving a disclaimer pursuant to subsection (a) of this Code section that applies to a director with respect to a specific past, present, or future business opportunity shall be effective for all purposes if the director brings such opportunity to the attention of the corporation (if such opportunity is not known to the corporation) and: (1) Such disclaimer is approved by qualified directors in compliance with the procedures set forth in Code Section 14-3-862 , as if the decision being made concerned a director's conflicting interest transaction; (2) Such disclaimer is approved by members' action taken in compliance with the procedures set forth in Code Section 14-3-863 , as if the decision being made concerned a director's conflicting interest transaction; or (3) Such disclaimer is approved by an action by the superior court respecting the transaction taken in compliance with Code Section 14-3-864 ; except that, rather than making the required disclosure as defined in Code Section 14-3-860 , in each case the director shall have made prior disclosure to those approving such disclaimer on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director, subject to subsection (e) of this Code section, and that a “ qualified director ” is a director who, at the time action is to be taken under paragraph (1) of this subsection, would be a qualified director under subsection (d) of Code Section 14-3-862 if the business opportunity were a director's conflicting interest transaction.

(c) Action by the members or board of directors of the corporation approving a disclaimer pursuant to subsection (a) of this Code section that applies to a director with respect to a specific past, present, or future business opportunity shall be effective for all purposes if the director brings such opportunity to the attention of the corporation (if such opportunity is not known to the corporation) and:

(1) Such disclaimer is approved by qualified directors in compliance with the procedures set forth in Code Section 14-3-862 , as if the decision being made concerned a director's conflicting interest transaction;

(1) Such disclaimer is approved by qualified directors in compliance with the procedures set forth in Code Section 14-3-862 , as if the decision being made concerned a director's conflicting interest transaction;

(2) Such disclaimer is approved by members' action taken in compliance with the procedures set forth in Code Section 14-3-863 , as if the decision being made concerned a director's conflicting interest transaction; or

(2) Such disclaimer is approved by members' action taken in compliance with the procedures set forth in Code Section 14-3-863 , as if the decision being made concerned a director's conflicting interest transaction; or

(3) Such disclaimer is approved by an action by the superior court respecting the transaction taken in compliance with Code Section 14-3-864 ; except that, rather than making the required disclosure as defined in Code Section 14-3-860 , in each case the director shall have made prior disclosure to those approving such disclaimer on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director, subject to subsection (e) of this Code section, and that a “ qualified director ” is a director who, at the time action is to be taken under paragraph (1) of this subsection, would be a qualified director under subsection (d) of Code Section 14-3-862 if the business opportunity were a director's conflicting interest transaction.

(3) Such disclaimer is approved by an action by the superior court respecting the transaction taken in compliance with Code Section 14-3-864 ; except that, rather than making the required disclosure as defined in Code Section 14-3-860 , in each case the director shall have made prior disclosure to those approving such disclaimer on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director, subject to subsection (e) of this Code section, and that a “ qualified director ” is a director who, at the time action is to be taken under paragraph (1) of this subsection, would be a qualified director under subsection (d) of Code Section 14-3-862 if the business opportunity were a director's conflicting interest transaction.

(d) Action by the board of directors or members of the corporation approving a disclaimer pursuant to subsection (a) of this Code section that applies to an officer with respect to a specific past, present, or future business opportunity shall be effective for all purposes if the officer brings such opportunity to the attention of the corporation (if such opportunity is not known to the corporation) and such disclaimer is approved by the board of directors or members in compliance with the procedures set forth in Code Section 14-3-865 , as if the decision being made concerned an officer's conflicting interest transaction, except that, rather than making the required disclosure as defined in Code Section 14-3-865 , in each case the officer shall have made prior disclosure to those approving such disclaimer on behalf of the corporation of all material facts concerning the business opportunity that are then known to the officer, subject to subsection (e) of this Code section.

(d) Action by the board of directors or members of the corporation approving a disclaimer pursuant to subsection (a) of this Code section that applies to an officer with respect to a specific past, present, or future business opportunity shall be effective for all purposes if the officer brings such opportunity to the attention of the corporation (if such opportunity is not known to the corporation) and such disclaimer is approved by the board of directors or members in compliance with the procedures set forth in Code Section 14-3-865 , as if the decision being made concerned an officer's conflicting interest transaction, except that, rather than making the required disclosure as defined in Code Section 14-3-865 , in each case the officer shall have made prior disclosure to those approving such disclaimer on behalf of the corporation of all material facts concerning the business opportunity that are then known to the officer, subject to subsection (e) of this Code section.

(e) Notwithstanding subsection (c) or (d) of this Code section, a director or officer is not obligated to make prior disclosure to those approving a disclaimer on behalf of the corporation pursuant to subsection (c) or (d) of this Code section of all material facts concerning the business opportunity subject to such disclaimer that are then known to the director or officer to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that such director or officer discloses to those acting on behalf of the corporation: (1) All information required to be disclosed that is not so violative; and (2) The nature of the director's or officer's duty not to disclose the confidential information.

(e) Notwithstanding subsection (c) or (d) of this Code section, a director or officer is not obligated to make prior disclosure to those approving a disclaimer on behalf of the corporation pursuant to subsection (c) or (d) of this Code section of all material facts concerning the business opportunity subject to such disclaimer that are then known to the director or officer to the extent that the director or officer reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that such director or officer discloses to those acting on behalf of the corporation:

(1) All information required to be disclosed that is not so violative; and

(1) All information required to be disclosed that is not so violative; and

(2) The nature of the director's or officer's duty not to disclose the confidential information.

(2) The nature of the director's or officer's duty not to disclose the confidential information.

(f) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of or participation in a business opportunity by a director or officer, directly or indirectly, the fact that the director or officer did not employ the procedures described in this Code section before taking advantage of the opportunity shall not: (1) Create an inference that the opportunity should have been first presented to the corporation; that the corporation had an interest in, or in being offered, or in excluding the director or officer from taking advantage of or participating in, such opportunity; or that the director or officer has or will have appropriated the opportunity in violation of his or her duties by taking advantage of or participating in the opportunity; or (2) Alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.

(f) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of or participation in a business opportunity by a director or officer, directly or indirectly, the fact that the director or officer did not employ the procedures described in this Code section before taking advantage of the opportunity shall not:

(1) Create an inference that the opportunity should have been first presented to the corporation; that the corporation had an interest in, or in being offered, or in excluding the director or officer from taking advantage of or participating in, such opportunity; or that the director or officer has or will have appropriated the opportunity in violation of his or her duties by taking advantage of or participating in the opportunity; or

(1) Create an inference that the opportunity should have been first presented to the corporation; that the corporation had an interest in, or in being offered, or in excluding the director or officer from taking advantage of or participating in, such opportunity; or that the director or officer has or will have appropriated the opportunity in violation of his or her duties by taking advantage of or participating in the opportunity; or

(2) Alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.

(2) Alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
O.C.G.A. § 14-2-401 — GA Code / Title 14 / Chapter 2 / Section 14-2-401
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-401
Status: reserved

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

(a) A corporate name:

(1) Must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language;

(1) Must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language;

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

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

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

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

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

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

(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name must be distinguishable upon the records of the Secretary of State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) A corporate name reserved under Code Section 14-2-402 ; (3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; (4) The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; (5) The name of a limited partnership or professional association filed with the Secretary of State; and (6) The name of a limited liability company formed or authorized to transact business in this state.

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

(1) The corporate name of a corporation incorporated or authorized to transact business in this state;

(1) The corporate name of a corporation incorporated or authorized to transact business in this state;

(2) A corporate name reserved under Code Section 14-2-402 ;

(2) A corporate name reserved under Code Section 14-2-402 ;

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

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

(4) The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state;

(4) The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state;

(5) The name of a limited partnership or professional association filed with the Secretary of State; and

(5) The name of a limited partnership or professional association filed with the Secretary of State; and

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

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

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

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

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

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

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

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

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

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

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

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

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

(e) This chapter does not control the use of fictitious or trade names. Issuance of a name under this chapter means that the name is distinguishable for filing purposes on the records of the Secretary of State pursuant to subsection (b) of this Code section. Issuance of a corporate name does not affect the commercial availability of the name.
O.C.G.A. § 14-11-206 — GA Code / Title 14 / Chapter 11 / Section 14-11-206
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-206
Status: in_force

(a) A signed original and one exact or conformed copy of any document required or permitted to be filed pursuant to this chapter shall be delivered to the Secretary of State; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. Unless the Secretary of State finds that the document does not conform to the filing provisions of this chapter, upon receipt of all filing fees and additional information required by law, he or she shall: (1) Stamp or otherwise endorse his or her official title and the date and time of receipt on both the original and copy; (2) File the original in his or her office; and (3) Return the copy to the person who delivered the document to the Secretary of State or the person's representative.

(a) A signed original and one exact or conformed copy of any document required or permitted to be filed pursuant to this chapter shall be delivered to the Secretary of State; provided, however, that if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. Unless the Secretary of State finds that the document does not conform to the filing provisions of this chapter, upon receipt of all filing fees and additional information required by law, he or she shall:

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

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

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

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

(3) Return the copy to the person who delivered the document to the Secretary of State or the person's representative.

(3) Return the copy to the person who delivered the document to the Secretary of State or the person's representative.

(b) If the Secretary of State refuses to file a document, he or she shall return it to the limited liability company or its representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.

(b) If the Secretary of State refuses to file a document, he or she shall return it to the limited liability company or its representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.

(c) The Secretary of State's duty to file documents under this chapter is ministerial.

(c) The Secretary of State's duty to file documents under this chapter is ministerial.

(d) If the Secretary of State finds that any document delivered for filing does not conform to the filing provisions of this chapter at the time such document is delivered to the Secretary of State, such document is deemed to have been filed at the time of delivery (or such later time and date as is authorized by paragraph (2) of subsection (e) or subsection (f) of this Code section) if the Secretary of State subsequently determines that: (1) The document as delivered so conforms to the filing provisions of this chapter; or (2) Within 30 days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing or that person's representative, the documents are brought into conformance.

(d) If the Secretary of State finds that any document delivered for filing does not conform to the filing provisions of this chapter at the time such document is delivered to the Secretary of State, such document is deemed to have been filed at the time of delivery (or such later time and date as is authorized by paragraph (2) of subsection (e) or subsection (f) of this Code section) if the Secretary of State subsequently determines that:

(1) The document as delivered so conforms to the filing provisions of this chapter; or

(1) The document as delivered so conforms to the filing provisions of this chapter; or

(2) Within 30 days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing or that person's representative, the documents are brought into conformance.

(2) Within 30 days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing or that person's representative, the documents are brought into conformance.

(e) Except as provided in subsection (d) of this Code section, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed.

(e) Except as provided in subsection (d) of this Code section, a document accepted for filing is effective:

(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or

(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or

(2) At the time specified in the document as its effective time on the date it is filed.

(2) At the time specified in the document as its effective time on the date it is filed.

(f) A document may specify a delayed effective time and date, and, if it does so, the document shall become effective at the time and date specified. If a delayed effective date but no effective time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed.

(f) A document may specify a delayed effective time and date, and, if it does so, the document shall become effective at the time and date specified. If a delayed effective date but no effective time is specified, the document shall become effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date on which it is filed.

(g) A certificate attached to a copy of a document 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.

(g) A certificate attached to a copy of a document 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.

(h) Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the “Uniform Electronic Transactions Act,” and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.

(h) Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the “Uniform Electronic Transactions Act,” and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.
O.C.G.A. § 14-3-812 — GA Code / Title 14 / Chapter 3 / Section 14-3-812
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-812
Status: in_force

Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
O.C.G.A. § 14-2-1404 — GA Code / Title 14 / Chapter 2 / Section 14-2-1404
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1404
Status: in_force

(a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.

(a) A corporation may revoke its dissolution proceedings at any time prior to the filing of articles of dissolution.

(b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(b) Revocation of dissolution proceedings must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth: (1) The name of the corporation; (2) The date that the revocation of dissolution proceedings was authorized; (3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect; (4) If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (5) If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403 .

(c) After the revocation of dissolution proceedings is authorized, the corporation may revoke the dissolution proceedings by delivering to the Secretary of State for filing a notice of revocation of intent to dissolve, together with a copy of its notice of intent to dissolve, that sets forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The date that the revocation of dissolution proceedings was authorized;

(2) The date that the revocation of dissolution proceedings was authorized;

(3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;

(3) If the corporation's board of directors or incorporators revoked the dissolution proceedings, a statement to that effect;

(4) If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(4) If the corporation's board of directors revoked the dissolution proceedings authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(5) If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403 .

(5) If shareholder action was required to revoke the dissolution proceedings, the information required by paragraph (3) of Code Section 14-2-1403 .

(d) Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.

(d) Revocation of dissolution proceedings is effective when a notice of revocation of intent to dissolve is filed.

(e) When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.

(e) When the revocation of dissolution proceedings is effective, it relates back to and takes effect as of the effective date of the filing of the notice of intent to dissolve and the corporation resumes carrying on its business as if dissolution proceedings had never occurred.
O.C.G.A. § 14-3-1005-1 — GA Code / Title 14 / Chapter 3 / Section 14-3-1005-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1005.1
Status: in_force

(a) Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment 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 amendment as required by subsection (b) of this Code section.

(a) Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment 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 amendment as required by subsection (b) of this Code section.

(b) No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is the 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 CHANGE OF CORPORATE NAME Notice is given that articles of amendment which will change the name of __________ (present corporate name) to __________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at __________ (address of registered office).” 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 for the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the articles of amendment or the change of the name of the corporation.

(b) No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is the 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 CHANGE OF CORPORATE NAME

Notice is given that articles of amendment which will change the name of __________ (present corporate name) to __________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The registered office of the corporation is located at __________ (address of registered office).”

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 for the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the articles of amendment or the change of the name of the corporation.
O.C.G.A. § 14-9-206-2 — GA Code / Title 14 / Chapter 9 / Section 14-9-206-2
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-206.2
Status: in_force

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

(a) A corporation, foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership may elect to become a limited partnership. Such election shall require:

(1) Compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation; or

(1) Compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation; or

(2) Approval of all of its partners, members, or shareholders, or such other approval as may be sufficient under applicable law or the governing documents of the electing entity to authorize such election, in the case of a foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership.

(2) Approval of all of its partners, members, or shareholders, or such other approval as may be sufficient under applicable law or the governing documents of the electing entity to authorize such election, in the case of a foreign corporation, limited liability company, foreign limited liability company, foreign limited partnership, general partnership, or foreign general partnership.

(b) Such election is made by delivery of a certificate of conversion to the Secretary of State for filing. The certificate shall set forth: (1) The name and jurisdiction of organization of the entity making the election; (2) That the entity elects to become a limited partnership; (3) The effective date and time of such election if later than the date and time the certificate of conversion is filed; (4) That the election has been approved as required by subsection (a) of this Code section; (5) That filed with the certificate of conversion is a certificate of limited partnership that is in the form required by Code Section 14-9-201 , that sets forth a name for the limited partnership that satisfies the requirements of Code Section 14-9-102 , and that shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until modified in accordance with this chapter; and (6) A statement setting forth either: (A) The manner and basis for converting the ownership interests in the entity making the election into interests as partners of the limited partnership formed pursuant to such election; or (B)(i) That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election; (ii) That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and (iii) That such limited partnership agreement provides for the manner and basis of such conversion.

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

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

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

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

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

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

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

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

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

(5) That filed with the certificate of conversion is a certificate of limited partnership that is in the form required by Code Section 14-9-201 , that sets forth a name for the limited partnership that satisfies the requirements of Code Section 14-9-102 , and that shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until modified in accordance with this chapter; and

(5) That filed with the certificate of conversion is a certificate of limited partnership that is in the form required by Code Section 14-9-201 , that sets forth a name for the limited partnership that satisfies the requirements of Code Section 14-9-102 , and that shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until modified in accordance with this chapter; and

(6) A statement setting forth either: (A) The manner and basis for converting the ownership interests in the entity making the election into interests as partners of the limited partnership formed pursuant to such election; or (B)(i) That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election; (ii) That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and (iii) That such limited partnership agreement provides for the manner and basis of such conversion.

(6) A statement setting forth either:

(A) The manner and basis for converting the ownership interests in the entity making the election into interests as partners of the limited partnership formed pursuant to such election; or

(A) The manner and basis for converting the ownership interests in the entity making the election into interests as partners of the limited partnership formed pursuant to such election; or

(B)(i) That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election; (ii) That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and (iii) That such limited partnership agreement provides for the manner and basis of such conversion.

(B)(i) That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election;

(B)(i) That a written limited partnership agreement has been entered into among the persons who will be the partners of the limited partnership formed pursuant to such election;

(ii) That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and

(ii) That such limited partnership agreement will be effective immediately upon the effectiveness of such election; and

(iii) That such limited partnership agreement provides for the manner and basis of such conversion.

(iii) That such limited partnership agreement provides for the manner and basis of such conversion.

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

(c) Upon the election becoming effective the:

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

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

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

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

(3) Certificate of limited partnership filed with the certificate of conversion shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until amended in accordance with this chapter;

(3) Certificate of limited partnership filed with the certificate of conversion shall be the certificate of limited partnership of the limited partnership formed pursuant to such election unless and until amended in accordance with this chapter;

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

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

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

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

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

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

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

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

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

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

(f) The Secretary of State shall be authorized to promulgate such rules and charge such filing fees as are necessary to carry out the purpose of this Code section.

(f) The Secretary of State shall be authorized to promulgate such rules and charge such filing fees as are necessary to carry out the purpose of this Code section.
O.C.G.A. § 14-11-1101 — GA Code / Title 14 / Chapter 11 / Section 14-11-1101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1101
Status: in_force

(a) The Secretary of State shall collect the following fees when the documents described below are delivered to the Secretary of State for filing pursuant to this chapter: Document Fee (1) Articles of organization․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․$100.00 (2) Articles of amendment․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․20.00 (3) Articles of merger․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․20.00 (4) Certificate of election under Code Section 14-11-212 (together with articles of organization) ․․․․․․․․․․․․․․․95.00 (5) Application for certificate of authority to transact business․․․․․․․․․․․ ․․․․․․․․․․․․․․225.00 (6) Statement of commencement of winding up․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․No fee (7) Certificate of termination․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․No fee (8) Application of withdrawal․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․No fee (9) Articles of correction․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․20.00 (10) Application for reservation of a name․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․25.00 (11) Statement of change of registered office or registered agent․․․$ 5.00 per limited liability company (foreign or domestic), but not less than ․․․․․․․․․․․․․․․20.00 (12) Registered agent's statement of resignation pursuant to subsection (d) of Code Section 14-11-209 or subsection (d) of Code Section 14-11-703 ․․․․․․․․․․․․․․No fee (13) Certificate of judicial dissolution․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․No fee (14) Annual registration (foreign or domestic)․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․50.00 (15) Penalty for late filing of annual registration․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․25.00 (16) Reinstatement fee․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․250.00 (17) Any other document required or permitted to be filed by this chapter․․․ ․․․․․․․․․․․․․․․20.00 (18) Certificate of conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․ ․․․․․․․․․․․․․․․95.00

(a) The Secretary of State shall collect the following fees when the documents described below are delivered to the Secretary of State for filing pursuant to this chapter:

Document

Fee

(1) Articles of organization․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․$100.00

(2) Articles of amendment․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․20.00

(3) Articles of merger․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․20.00

(4) Certificate of election under Code Section 14-11-212 (together with articles of organization)

․․․․․․․․․․․․․․․95.00

(5) Application for certificate of authority to transact business․․․․․․․․․․․

․․․․․․․․․․․․․․225.00

(6) Statement of commencement of winding up․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․No fee

(7) Certificate of termination․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․No fee

(8) Application of withdrawal․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․No fee

(9) Articles of correction․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․20.00

(10) Application for reservation of a name․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․25.00

(11) Statement of change of registered office or registered agent․․․$ 5.00 per limited liability company (foreign or domestic), but not less than

․․․․․․․․․․․․․․․20.00

(12) Registered agent's statement of resignation pursuant to subsection (d) of Code Section 14-11-209 or subsection (d) of Code Section 14-11-703

․․․․․․․․․․․․․․No fee

(13) Certificate of judicial dissolution․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․No fee

(14) Annual registration (foreign or domestic)․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․50.00

(15) Penalty for late filing of annual registration․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․25.00

(16) Reinstatement fee․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․250.00

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

․․․․․․․․․․․․․․․20.00

(18) Certificate of conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․․․․․․․․․95.00

(b) The Secretary of State shall collect the penalty provided for in paragraph (2) of subsection (c) of Code Section 14-11-711 .

(b) The Secretary of State shall collect the penalty provided for in paragraph (2) of subsection (c) of Code Section 14-11-711 .
O.C.G.A. § 14-2-1501 — GA Code / Title 14 / Chapter 2 / Section 14-2-1501
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1501
Status: in_force

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

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

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

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

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

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

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

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

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

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

(4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or appointing and maintaining trustees or depositories with respect to its securities;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or appointing and maintaining trustees or depositories with respect to its securities;

(5) Effecting sales through independent contractors;

(5) Effecting sales through independent contractors;

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

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

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

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

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

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

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

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

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

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

(11) Effecting transactions in interstate or foreign commerce;

(11) Effecting transactions in interstate or foreign commerce;

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

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

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

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

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

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

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

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

(d) This chapter shall not be deemed to establish a standard for activities which may subject a foreign corporation to taxation or to service of process under any of the laws of this state.

(d) This chapter shall not be deemed to establish a standard for activities which may subject a foreign corporation to taxation or to service of process under any of the laws of this state.
O.C.G.A. § 14-9a-119 — GA Code / Title 14 / Chapter 9A / Section 14-9a-119
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-119
Status: in_force

(a) The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry in at least two newspapers published in the county in which the place of business is situated, provided there are two newspapers published in such county. If only one newspaper is published in such county, then the terms shall be published in that newspaper. If no newspaper is published in the county in which the business is to be transacted, the notice shall be published in the newspaper in which the sheriff advertises.

(a) The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry in at least two newspapers published in the county in which the place of business is situated, provided there are two newspapers published in such county. If only one newspaper is published in such county, then the terms shall be published in that newspaper. If no newspaper is published in the county in which the business is to be transacted, the notice shall be published in the newspaper in which the sheriff advertises.

(b) If such publication shall not be made within two months from the filing of such certificate and affidavit, the partnership shall be deemed general.

(b) If such publication shall not be made within two months from the filing of such certificate and affidavit, the partnership shall be deemed general.

(c) Affidavits of the publication of such notice by the printers, publishers, or editors of the newspapers in which the same shall be published may be filed in the office of the clerk of the superior court in which the certificate has been filed and shall be evidence of the facts therein contained.

(c) Affidavits of the publication of such notice by the printers, publishers, or editors of the newspapers in which the same shall be published may be filed in the office of the clerk of the superior court in which the certificate has been filed and shall be evidence of the facts therein contained.
O.C.G.A. § 14-9-404 — GA Code / Title 14 / Chapter 9 / Section 14-9-404
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-404
Status: in_force

A person may be both a general partner and a limited partner in a limited partnership if his interests are separately designated in the partnership agreement. A person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the rights and powers and is subject to the restrictions and liabilities, if any, of a limited partner to the extent of his participation in the partnership as a limited partner.
O.C.G.A. § 14-9a-52 — GA Code / Title 14 / Chapter 9A / Section 14-9a-52
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-52
Status: in_force

(a) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt and may appoint a receiver and make all other orders, directions, and inquiries which the circumstances of the case may require.

(a) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt and may appoint a receiver and make all other orders, directions, and inquiries which the circumstances of the case may require.

(b) The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.

(b) The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.

(c) The remedies conferred by subsection (a) of this Code section shall not be deemed exclusive of others which may exist.

(c) The remedies conferred by subsection (a) of this Code section shall not be deemed exclusive of others which may exist.

(d) Nothing in this article shall be held to deprive a limited partner of his statutory exemption.

(d) Nothing in this article shall be held to deprive a limited partner of his statutory exemption.
O.C.G.A. § 14-3-722 — GA Code / Title 14 / Chapter 3 / Section 14-3-722
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-722
Status: in_force

(a) Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter. Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter.

(a) Members entitled to vote may take action at a meeting on a matter only if a quorum of those members exists with respect to that matter. Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, a majority of the votes entitled to be cast on a matter shall constitute a quorum for action on that matter.

(b) An amendment to the articles or bylaws that changes or removes a greater quorum requirement shall meet such existing quorum requirement and shall be adopted by the same vote required to take action under the existing quorum requirement prescribed in the provision being amended.

(b) An amendment to the articles or bylaws that changes or removes a greater quorum requirement shall meet such existing quorum requirement and shall be adopted by the same vote required to take action under the existing quorum requirement prescribed in the provision being amended.

(c) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

(c) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

(d) Notwithstanding subsection (a) of this Code section, for a corporation in existence prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.

(d) Notwithstanding subsection (a) of this Code section, for a corporation in existence prior to July 1, 2023, a quorum shall be 10 percent of the votes entitled to be cast on a matter unless this chapter, the articles, or the bylaws provide for a higher or lower quorum.
O.C.G.A. § 14-3-1504 — GA Code / Title 14 / Chapter 3 / Section 14-3-1504
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1504
Status: in_force

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation.

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:

(1) Its corporate name;

(1) Its corporate name;

(2) The period of its duration; or

(2) The period of its duration; or

(3) The state or country of its incorporation.

(3) The state or country of its incorporation.

(b) If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership or a foreign limited liability company: (1) Such foreign corporation shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements required to be submitted by such type of foreign limited partnership or foreign limited liability company initially applying for a certificate of authority to transact business in this state; and (2) If such notice is timely given and such foreign corporation, foreign limited partnership, or foreign limited liability company is required to obtain a certificate of authority to transact business in this state: (A) The authorization of such converted foreign corporation to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such converted foreign corporation under this article shall constitute an amended certificate of authority that otherwise would be issued under the laws of this state to such type of foreign limited partnership or foreign limited liability company.

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

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

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

(2) If such notice is timely given and such foreign corporation, foreign limited partnership, or foreign limited liability company is required to obtain a certificate of authority to transact business in this state: (A) The authorization of such converted foreign corporation to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such converted foreign corporation under this article shall constitute an amended certificate of authority that otherwise would be issued under the laws of this state to such type of foreign limited partnership or foreign limited liability company.

(2) If such notice is timely given and such foreign corporation, foreign limited partnership, or foreign limited liability company is required to obtain a certificate of authority to transact business in this state:

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

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

(B) The certificate of authority issued to such converted foreign corporation under this article shall constitute an amended certificate of authority that otherwise would be issued under the laws of this state to such type of foreign limited partnership or foreign limited liability company.

(B) The certificate of authority issued to such converted foreign corporation under this article shall constitute an amended certificate of authority that otherwise would be issued under the laws of this state to such type of foreign limited partnership or foreign limited liability company.

(c) The requirements of Code Section 14-3-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.

(c) The requirements of Code Section 14-3-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.
O.C.G.A. § 14-3-813 — GA Code / Title 14 / Chapter 3 / Section 14-3-813
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-813
Status: in_force

(a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section.

(a) If the directors of a corporation are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock and if injury to the corporation is being suffered or is threatened by reason thereof, the superior court may, notwithstanding any provisions of the articles of incorporation or bylaws of the corporation to the contrary and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this Code section.

(b) Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard.

(b) Action for such appointment may be filed by one-half of the directors or by members holding not less than one-third of all the votes entitled to be cast in an election of directors. Notice of such action shall be served upon the directors, other than those who have filed the action, and upon the corporation in the manner provided by law for service of a summons and complaint, and a hearing shall be held not less than ten days after such service is effected. At such hearing all interested persons shall be given an opportunity to be heard.

(c) The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation, and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court.

(c) The provisional director shall be an impartial person who is neither a member nor a creditor of the corporation nor related by consanguinity or affinity within the third degree, as computed according to the civil law, to any of the other directors of the corporation or to any judge of the court by which he or she is appointed. The provisional director shall have all the rights and powers of a director and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings until he or she is removed by order of the court or by vote or written consent of a majority of the directors or of members holding a majority of the votes entitled to be cast in an election of directors. He or she shall be entitled to receive such compensation as may be agreed upon between him or her and the corporation, and, in the absence of such agreement, he or she shall be entitled to such compensation as shall be fixed by the court.
O.C.G.A. § 14-11-306 — GA Code / Title 14 / Chapter 11 / Section 14-11-306
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-306
Status: in_force

Subject to such standards and restrictions, if any, as are set forth in the articles of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided, however, that no limited liability company shall have the power to indemnify any member or manager for any liability that may not be eliminated or limited by the articles of organization or a written operating agreement by reason of division (4)(A)(i) or (ii) of Code Section 14-11-305 .
O.C.G.A. § 14-9-303 — GA Code / Title 14 / Chapter 9 / Section 14-9-303
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-303
Status: in_force

A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become so by participating in the management or control of the business.
O.C.G.A. § 14-8-64 — GA Code / Title 14 / Chapter 8 / Section 14-8-64
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-64
Status: in_force

(a) A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. It is the intent of this state that the legal existence of limited liability partnerships be recognized outside the boundaries of this state.

(a) A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. It is the intent of this state that the legal existence of limited liability partnerships be recognized outside the boundaries of this state.

(b) It is the policy of this state that the internal affairs of partnerships, including limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities of partnerships, shall be subject to and governed by the laws of this state.

(b) It is the policy of this state that the internal affairs of partnerships, including limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities of partnerships, shall be subject to and governed by the laws of this state.
O.C.G.A. § 14-8-54 — GA Code / Title 14 / Chapter 8 / Section 14-8-54
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-54
Status: in_force

(a) A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.

(a) A foreign limited liability partnership transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it is authorized to transact business in this state.

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

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

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

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

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

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

(2) If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00 for each year or part thereof during which it so transacts business.

(2) If it has not been authorized to transact business in this state within 30 days after the first day on which it transacts business in this state, for a penalty of $500.00 for each year or part thereof during which it so transacts business.
O.C.G.A. § 14-3-802 — GA Code / Title 14 / Chapter 3 / Section 14-3-802
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-802
Status: in_force

Directors shall be natural persons who are 18 years of age or older but need not be residents of this state nor members of the corporation unless the articles so require. The articles or bylaws may prescribe other qualifications for directors.
O.C.G.A. § 14-11-702 — GA Code / Title 14 / Chapter 11 / Section 14-11-702
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-702
Status: in_force

(a) A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited liability company shall submit to the Secretary of State an application for a certificate of authority as a foreign limited liability company, signed by a person duly authorized to sign such instruments by the laws of the jurisdiction under which the foreign limited liability company is organized, setting forth: (1) The name of the foreign limited liability company and, if different, the name under which it proposes to qualify and transact business in this state; (2) The name of the jurisdiction under whose laws it is organized; (3) Its date of organization and period of duration; (4) The street address and county of its registered office in this state and the name of its registered agent at that office; (5) A statement that the Secretary of State is, pursuant to subsection (h) of Code Section 14-11-703 , appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subsection (a) of Code Section 14-11-703 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence; (6) The address of its principal place of business; (7) The address of the office at which is kept a list of the names and addresses of its members and other owners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and (8) The name and a business address of a person who, under the laws of the jurisdiction under which it was formed, has substantial responsibility for managing its business activities.

(a) A foreign limited liability company transacting business in this state shall procure a certificate of authority to do so from the Secretary of State. In order to procure a certificate of authority to transact business in this state, a foreign limited liability company shall submit to the Secretary of State an application for a certificate of authority as a foreign limited liability company, signed by a person duly authorized to sign such instruments by the laws of the jurisdiction under which the foreign limited liability company is organized, setting forth:

(1) The name of the foreign limited liability company and, if different, the name under which it proposes to qualify and transact business in this state;

(1) The name of the foreign limited liability company and, if different, the name under which it proposes to qualify and transact business in this state;

(2) The name of the jurisdiction under whose laws it is organized;

(2) The name of the jurisdiction under whose laws it is organized;

(3) Its date of organization and period of duration;

(3) Its date of organization and period of duration;

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

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

(5) A statement that the Secretary of State is, pursuant to subsection (h) of Code Section 14-11-703 , appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subsection (a) of Code Section 14-11-703 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence;

(5) A statement that the Secretary of State is, pursuant to subsection (h) of Code Section 14-11-703 , appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subsection (a) of Code Section 14-11-703 or, if appointed, the agent's authority has been revoked or the agent cannot be found or served by the exercise of reasonable diligence;

(6) The address of its principal place of business;

(6) The address of its principal place of business;

(7) The address of the office at which is kept a list of the names and addresses of its members and other owners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and

(7) The address of the office at which is kept a list of the names and addresses of its members and other owners, together with an undertaking by it to keep those records until its registration in this state is canceled or revoked; and

(8) The name and a business address of a person who, under the laws of the jurisdiction under which it was formed, has substantial responsibility for managing its business activities.

(8) The name and a business address of a person who, under the laws of the jurisdiction under which it was formed, has substantial responsibility for managing its business activities.

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

(b) Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for the purpose of qualification under this chapter, solely by reason of carrying on in this state any one or more of the following activities:

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

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

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

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

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

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

(4) Maintaining offices or agencies for the transfer, exchange, and registration of membership or other ownership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of membership or other ownership interests in it or appointing and maintaining trustees or depositaries with relation to such interests;

(5) Effecting sales through independent contractors;

(5) Effecting sales through independent contractors;

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

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

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

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

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

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

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

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

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

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

(11) Effecting transactions in interstate or foreign commerce;

(11) Effecting transactions in interstate or foreign commerce;

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

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

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

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

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

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

(d) This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited liability company to taxation or to service of process under any of the laws of this state.

(d) This Code section shall not be deemed to establish a standard for activities that may subject a foreign limited liability company to taxation or to service of process under any of the laws of this state.
O.C.G.A. § 14-3-809 — GA Code / Title 14 / Chapter 3 / Section 14-3-809
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-809
Status: in_force

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(b) Except as otherwise provided in the articles or bylaws with regard to appointed directors: (1) An appointed director may be removed without cause by the person appointing the director; (2) The person removing the director shall do so by giving written notice of the removal to the director and to the presiding officer of the board, the corporation's chief executive officer, or the corporation's secretary; and (3) A removal is effective when the notice is effective unless the notice specifies a future effective date.

(b) Except as otherwise provided in the articles or bylaws with regard to appointed directors:

(1) An appointed director may be removed without cause by the person appointing the director;

(1) An appointed director may be removed without cause by the person appointing the director;

(2) The person removing the director shall do so by giving written notice of the removal to the director and to the presiding officer of the board, the corporation's chief executive officer, or the corporation's secretary; and

(2) The person removing the director shall do so by giving written notice of the removal to the director and to the presiding officer of the board, the corporation's chief executive officer, or the corporation's secretary; and

(3) A removal is effective when the notice is effective unless the notice specifies a future effective date.

(3) A removal is effective when the notice is effective unless the notice specifies a future effective date.
O.C.G.A. § 14-9a-40 — GA Code / Title 14 / Chapter 9A / Section 14-9a-40
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-40
Status: in_force

The contributions of a limited partner may be cash or other property but not services.
O.C.G.A. § 14-2-150 — GA Code / Title 14 / Chapter 2 / Section 14-2-150
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-150
Status: in_force

The signatures of the officers of a corporation and the seal of the corporation upon any bond, debenture, interest coupon, or other debt security may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent or registered by a registrar other than the corporation or an employee of the corporation. The transfer agent or registrar may sign manually or in facsimile.