O.C.G.A. § 14-3-603 — GA Code / Title 14 / Chapter 3 / Section 14-3-603
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-603
Status: in_force

A corporation is not required to have members.
O.C.G.A. § 14-9-1101 — GA Code / Title 14 / Chapter 9 / Section 14-9-1101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-1101
Status: in_force

The Secretary of State shall charge and collect for filing:

Document

Fee

(1) A certificate of limited partnership․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․$ 100.00

(2) A registration of a foreign limited partnership․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․225.00

(3) An annual registration․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․50.00

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

․․․․․․25.00

(5) Agent's statement of resignation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․No fee

(6) Certificate of cancellation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․No fee

(7) Application of withdrawal․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․No fee

(8) Statement of change of address of registered agent or registered office․․․ $5.00 per limited partnership but not less than

․․․․․․20.00

(9) An amendment to a certificate of limited partnership for the purpose of becoming a limited liability partnership

․․․․․100.00

(10) Certificate of election to become a limited partnership․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․80.00

(11) Certificate of conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․95.00

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

․․․․․․25.00

(13) Any other document required or permitted pursuant to this chapter․․․․․․․․․․․․․․․

․․․․․ 20.00
O.C.G.A. § 14-5-20 — GA Code / Title 14 / Chapter 5 / Section 14-5-20
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-20
Status: in_force

The Secretary of State shall be corporation commissioner and shall be charged with the execution of the duties set forth in Chapters 2 through 5 of this title. The corporation commissioner shall appoint a person as assistant corporation commissioner and shall delegate such of the commissioner's powers and duties to the assistant corporation commissioner as the corporation commissioner desires. Where the office of Secretary of State shall become vacant by resignation, death, or otherwise, the Secretary of State's authority as corporation commissioner shall immediately vest in the assistant corporation commissioner who shall be charged with the execution of the duties of the Secretary of State set forth in this title until the office of Secretary of State ceases to be vacant.
O.C.G.A. § 14-2-604 — GA Code / Title 14 / Chapter 2 / Section 14-2-604
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-604
Status: in_force

(a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by or for the account of the shareholders; (3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(a) A corporation may:

(1) Issue fractions of a share or pay in money the value of fractions of a share;

(1) Issue fractions of a share or pay in money the value of fractions of a share;

(2) Arrange for disposition of fractional shares by or for the account of the shareholders;

(2) Arrange for disposition of fractional shares by or for the account of the shareholders;

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection (b) of Code Section 14-2-625 .

(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection (b) of Code Section 14-2-625 .

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (1) That the scrip will become void if not exchanged for full shares before a specified date; and (2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) That the scrip will become void if not exchanged for full shares before a specified date; and

(1) That the scrip will become void if not exchanged for full shares before a specified date; and

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
O.C.G.A. § 14-8-7 — GA Code / Title 14 / Chapter 8 / Section 14-8-7
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-7
Status: in_force

In determining whether a partnership exists, the following rules shall apply:

(1) Except as provided by Code Section 14-8-16 persons who are not partners as to each other are not partners as to third persons;

(1) Except as provided by Code Section 14-8-16 persons who are not partners as to each other are not partners as to third persons;

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;

(4) The receipt by a person of a share of the profits of a business is prima-facie evidence that he is a partner in the business; provided, however, that no such inference shall be drawn if profits were received in payment of the following, even though the amount of payment varies with the profits of the business: (A) A debt, whether by installments or otherwise; (B) Wages, salary, or other compensation to an employee or independent contractor; (C) Rent to a landlord; (D) An annuity or other payment to a surviving spouse or representative of a deceased partner; (E) Interest or other payment or charge on a loan; (F) Consideration for the sale of good will of a business or other property, whether by installments or otherwise.

(4) The receipt by a person of a share of the profits of a business is prima-facie evidence that he is a partner in the business; provided, however, that no such inference shall be drawn if profits were received in payment of the following, even though the amount of payment varies with the profits of the business:

(A) A debt, whether by installments or otherwise;

(A) A debt, whether by installments or otherwise;

(B) Wages, salary, or other compensation to an employee or independent contractor;

(B) Wages, salary, or other compensation to an employee or independent contractor;

(C) Rent to a landlord;

(C) Rent to a landlord;

(D) An annuity or other payment to a surviving spouse or representative of a deceased partner;

(D) An annuity or other payment to a surviving spouse or representative of a deceased partner;

(E) Interest or other payment or charge on a loan;

(E) Interest or other payment or charge on a loan;

(F) Consideration for the sale of good will of a business or other property, whether by installments or otherwise.

(F) Consideration for the sale of good will of a business or other property, whether by installments or otherwise.
O.C.G.A. § 14-5-23 — GA Code / Title 14 / Chapter 5 / Section 14-5-23
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-23
Status: in_force

Notwithstanding any other law to the contrary, the Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this title, which are incidental to and necessary for the implementation and enforcement of such provisions of this title as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.”
O.C.G.A. § 14-2-1407 — GA Code / Title 14 / Chapter 2 / Section 14-2-1407
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1407
Status: in_force

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-2-1403.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.

(a) A corporation that has filed a notice of intent to dissolve may include in the notice of its intent to dissolve published under Code Section 14-2-1403.1 a request that persons with claims against the corporation present them in accordance with subsection (b) of this Code section.

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

(b) The request must:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(2) If the assets have been distributed in liquidation, against a shareholder of the corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this Code section may not exceed the total amount of assets distributed to him.
O.C.G.A. § 14-10-5 — GA Code / Title 14 / Chapter 10 / Section 14-10-5
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-5
Status: in_force

A professional association may be organized only for the purpose of rendering one specific kind of professional service and shall not engage in any business other than rendering the professional service for which it was organized. However, it may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment and may own real or personal property necessary or appropriate for rendering its professional service.
O.C.G.A. § 14-2-807 — GA Code / Title 14 / Chapter 2 / Section 14-2-807
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-807
Status: in_force

(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its chairperson, or to the corporation.

(a) A director may resign at any time by delivering notice in writing or by electronic transmission to the board of directors, its chairperson, or to the corporation.

(b) A resignation shall be effective when the notice is delivered unless the notice specifies either a later effective date or an effective date determined upon the happening of an event.

(b) A resignation shall be effective when the notice is delivered unless the notice specifies either a later effective date or an effective date determined upon the happening of an event.

(c) A resignation that is conditioned upon the happening of an event may provide that it is irrevocable.

(c) A resignation that is conditioned upon the happening of an event may provide that it is irrevocable.
O.C.G.A. § 14-4-1 — GA Code / Title 14 / Chapter 4 / Section 14-4-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-1
Status: in_force

This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations chartered by the Secretary of State and complements and supplements the express provisions of existing statutes governing banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporations. All references in this chapter to corporations chartered by or incorporated by the Secretary of State shall refer only to the aforesaid corporations, except as otherwise provided, and shall not refer to corporations incorporated by the Secretary of State under Chapter 2 of this title.
O.C.G.A. § 14-4-64 — GA Code / Title 14 / Chapter 4 / Section 14-4-64
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-64
Status: in_force

Every corporation acts through its officers and is responsible for the acts of such officers in the sphere of their appropriate duties; and no corporation shall be relieved of its liability to third persons for the acts of its officers by reason of any bylaws or other limitation upon the power of the officer not known to such third person.
O.C.G.A. § 14-2-701 — GA Code / Title 14 / Chapter 2 / Section 14-2-701
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-701
Status: in_force

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

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

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

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

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

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

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
O.C.G.A. § 14-9-107 — GA Code / Title 14 / Chapter 9 / Section 14-9-107
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-107
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
O.C.G.A. § 14-3-1603 — GA Code / Title 14 / Chapter 3 / Section 14-3-1603
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1603
Status: in_force

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under Code Section 14-3-1602 includes, if reasonable, the right to receive copies made by photographic, electronic, or other means.

(b) The right to copy records under Code Section 14-3-1602 includes, if reasonable, the right to receive copies made by photographic, electronic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) A corporation shall convert into written form without charge any record not in written form, upon written request of a person entitled to inspect it.

(d) A corporation shall convert into written form without charge any record not in written form, upon written request of a person entitled to inspect it.

(e) The corporation may comply with a member's demand to inspect the record of members under paragraph (3) of subsection (c) of Code Section 14-3-1602 by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

(e) The corporation may comply with a member's demand to inspect the record of members under paragraph (3) of subsection (c) of Code Section 14-3-1602 by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
O.C.G.A. § 14-3-1622 — GA Code / Title 14 / Chapter 3 / Section 14-3-1622
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1622
Status: in_force

(a) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the corporation and the state or country under whose law it is incorporated; (2) The street address and county of its registered office and the name of its registered agent at that office in this state; (3) The mailing address of its principal office, if any; and (4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary.

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

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

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

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

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

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

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

(4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary.

(4) The names and respective addresses of its chief executive officer, chief financial officer, and secretary.

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

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

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

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

(d) The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing. However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.

(d) The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing.

However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.

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

(e) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
O.C.G.A. § 14-9-801 — GA Code / Title 14 / Chapter 9 / Section 14-9-801
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-801
Status: in_force

A limited partnership is dissolved and its affairs must be wound up upon the first of the following to occur:

(1) Events specified in writing in the partnership agreement;

(1) Events specified in writing in the partnership agreement;

(2) Written consent of all partners;

(2) Written consent of all partners;

(3) An event of withdrawal of a general partner unless: (A) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or (B) Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or

(3) An event of withdrawal of a general partner unless:

(A) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or

(A) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner or general partners alone or together with new general partners, and that partner or those general partners do so; or

(B) Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or

(B) Within 90 days after the withdrawal, all partners other than the general partner with respect to which the event of withdrawal has occurred (or such partners as are provided for in the written provisions of the partnership agreement) agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment, effective as of the date of withdrawal, of one or more new general partners; or

(4) Entry of a decree of judicial dissolution under Code Section 14-9-802 .

(4) Entry of a decree of judicial dissolution under Code Section 14-9-802 .
O.C.G.A. § 14-11-503 — GA Code / Title 14 / Chapter 11 / Section 14-11-503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-503
Status: in_force

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

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;

(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter;

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402 , but he or she is not liable for: (A) The obligations of his or her assignor under Code Section 14-11-408 ; or (B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402 , but he or she is not liable for:

(A) The obligations of his or her assignor under Code Section 14-11-408 ; or

(A) The obligations of his or her assignor under Code Section 14-11-408 ; or

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408 .

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408 .
O.C.G.A. § 14-3-202-1 — GA Code / Title 14 / Chapter 3 / Section 14-3-202-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-202.1
Status: in_force

Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form:

“NOTICE OF INCORPORATION

Notice is given that articles of incorporation which incorporate __________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation is located at __________ (address of registered office) and its initial registered agent at such address is __________ (name of agent).”
O.C.G.A. § 14-5-7 — GA Code / Title 14 / Chapter 5 / Section 14-5-7
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-7
Status: in_force

(a) Instruments executed by a corporation conveying an interest in real property, when signed by the president or vice-president and attested or countersigned by the secretary or an assistant secretary or the cashier or assistant cashier of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the president or vice-president of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.

(a) Instruments executed by a corporation conveying an interest in real property, when signed by the president or vice-president and attested or countersigned by the secretary or an assistant secretary or the cashier or assistant cashier of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the president or vice-president of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.

(b) Instruments executed by a corporation releasing or transferring a deed to secure debt, mortgage, or other security agreement, when signed by the president, vice-president, secretary, or assistant secretary of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the officer of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.

(b) Instruments executed by a corporation releasing or transferring a deed to secure debt, mortgage, or other security agreement, when signed by the president, vice-president, secretary, or assistant secretary of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the officer of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.
O.C.G.A. § 14-9-803 — GA Code / Title 14 / Chapter 9 / Section 14-9-803
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-803
Status: in_force

(a) After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership's affairs but, if one or more of such general partners have engaged in wrongful conduct, or upon other cause shown, the court may wind up the limited partnership's affairs upon application of a partner, his legal representative, or assignee.

(a) After dissolution, except as provided in the partnership agreement, the general partners who have not withdrawn or, if none, the limited partners may wind up the limited partnership's affairs but, if one or more of such general partners have engaged in wrongful conduct, or upon other cause shown, the court may wind up the limited partnership's affairs upon application of a partner, his legal representative, or assignee.

(b) Unless otherwise provided in writing in the partnership agreement, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership: (1) Prosecute and defend suits, whether civil, criminal, or administrative; (2) Settle and close the limited partnership's business; (3) Dispose of and convey the limited partnership's property for cash; (4) Discharge the limited partnership's liabilities; and (5) Distribute to the partners any remaining assets of the limited partnership.

(b) Unless otherwise provided in writing in the partnership agreement, the persons winding up the limited partnership's affairs may, in the name of, and for and on behalf of, the limited partnership:

(1) Prosecute and defend suits, whether civil, criminal, or administrative;

(1) Prosecute and defend suits, whether civil, criminal, or administrative;

(2) Settle and close the limited partnership's business;

(2) Settle and close the limited partnership's business;

(3) Dispose of and convey the limited partnership's property for cash;

(3) Dispose of and convey the limited partnership's property for cash;

(4) Discharge the limited partnership's liabilities; and

(4) Discharge the limited partnership's liabilities; and

(5) Distribute to the partners any remaining assets of the limited partnership.

(5) Distribute to the partners any remaining assets of the limited partnership.
O.C.G.A. § 14-11-1001 — GA Code / Title 14 / Chapter 11 / Section 14-11-1001
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1001
Status: in_force

As used in this article, the term:

(1) “Beneficial member” means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member.

(1) “Beneficial member” means the person who is a beneficial owner of the membership interest held in a voting trust or by a nominee as the record member.

(2) “Dissenter” means a member who is entitled to dissent from limited liability company action under Code Section 14-11-1002 and who exercises that right when and in the manner required by Code Sections 14-11-1003 through 14-11-1010 .

(2) “Dissenter” means a member who is entitled to dissent from limited liability company action under Code Section 14-11-1002 and who exercises that right when and in the manner required by Code Sections 14-11-1003 through 14-11-1010 .

(3) “Fair value” with respect to a membership interest means the value of the membership interest immediately before the effectuation of the limited liability company action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of such action.

(3) “Fair value” with respect to a membership interest means the value of the membership interest immediately before the effectuation of the limited liability company action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of such action.

(4) “Interest” means interest from the effective date of the limited liability company action until the date of payment, at a rate that is fair and equitable under all the circumstances.

(4) “Interest” means interest from the effective date of the limited liability company action until the date of payment, at a rate that is fair and equitable under all the circumstances.

(5) “Limited liability company” means the limited liability company of which the dissenter is a member before the limited liability company action to which the dissenter objects or the surviving entity by merger of that limited liability company.

(5) “Limited liability company” means the limited liability company of which the dissenter is a member before the limited liability company action to which the dissenter objects or the surviving entity by merger of that limited liability company.

(6) “Member” means the record member or the beneficial member.

(6) “Member” means the record member or the beneficial member.

(7) “Membership interest” means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.

(7) “Membership interest” means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.

(8) “Record member” means the person in whose name the membership interest is registered in the records of a limited liability company.

(8) “Record member” means the person in whose name the membership interest is registered in the records of a limited liability company.
O.C.G.A. § 14-2-806 — GA Code / Title 14 / Chapter 2 / Section 14-2-806
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-806
Status: in_force

(a) The articles of incorporation or a bylaw adopted by the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.

(a) The articles of incorporation or a bylaw adopted by the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.

(b) When the number of directors is increased and any newly created directorships are filled by the board, the terms of the additional directors shall expire at the next annual election of directors by the shareholders.

(b) When the number of directors is increased and any newly created directorships are filled by the board, the terms of the additional directors shall expire at the next annual election of directors by the shareholders.
O.C.G.A. § 14-11-904 — GA Code / Title 14 / Chapter 11 / Section 14-11-904
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-904
Status: in_force

After a plan of merger is approved as provided in Code Section 14-11-903 , the surviving limited liability company or other business entity shall deliver to the Secretary of State for filing articles of merger setting forth:

(1) The name and jurisdiction of organization or formation of each constituent business entity that is merging and the name of the surviving limited liability company or other business entity into which each other constituent business entity is merging;

(1) The name and jurisdiction of organization or formation of each constituent business entity that is merging and the name of the surviving limited liability company or other business entity into which each other constituent business entity is merging;

(2) Any amendments to the articles of organization of the surviving limited liability company;

(2) Any amendments to the articles of organization of the surviving limited liability company;

(3) The effective date and time of the merger if later than the date and time the articles of merger are filed;

(3) The effective date and time of the merger if later than the date and time the articles of merger are filed;

(4) That the executed plan of merger is on file at the principal place of business of the surviving limited liability company or other business entity, stating the address thereof;

(4) That the executed plan of merger is on file at the principal place of business of the surviving limited liability company or other business entity, stating the address thereof;

(5) That a copy of the plan of merger will be furnished by the surviving limited liability company or other business entity, on request and without cost, to any member of any constituent entity;

(5) That a copy of the plan of merger will be furnished by the surviving limited liability company or other business entity, on request and without cost, to any member of any constituent entity;

(6) A statement that the plan of merger has been duly authorized and approved by each constituent business entity in accordance with Code Section 14-11-903 ;

(6) A statement that the plan of merger has been duly authorized and approved by each constituent business entity in accordance with Code Section 14-11-903 ;

(7) If the surviving entity is a foreign limited liability company, foreign limited partnership, or foreign corporation without a certificate of authority to transact business in this state, that the Secretary of State is appointed as agent of the surviving entity on whom process in this state in any action, suit, or proceeding for the enforcement of an obligation of each limited liability company constituent to the merger may be served and the address to which a copy of the process is to be mailed; and

(7) If the surviving entity is a foreign limited liability company, foreign limited partnership, or foreign corporation without a certificate of authority to transact business in this state, that the Secretary of State is appointed as agent of the surviving entity on whom process in this state in any action, suit, or proceeding for the enforcement of an obligation of each limited liability company constituent to the merger may be served and the address to which a copy of the process is to be mailed; and

(8) Any other provisions relating to the merger that the constituent business entities determine to include therein.

(8) Any other provisions relating to the merger that the constituent business entities determine to include therein.
O.C.G.A. § 14-2-1405 — GA Code / Title 14 / Chapter 2 / Section 14-2-1405
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1405
Status: in_force

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

(1) Collecting its assets;

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

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

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

(4) Distributing its remaining property among its shareholders according to their interests; and

(4) Distributing its remaining property among its shareholders according to their interests; and

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

(5) Doing every other act necessary to wind up and liquidate its business and affairs.
O.C.G.A. § 14-3-1201 — GA Code / Title 14 / Chapter 3 / Section 14-3-1201
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1201
Status: in_force

Unless otherwise provided by this chapter, the articles, or the bylaws, a corporation may, on the terms and conditions and for the consideration determined by the board of directors, and without the approval of the members or any other person:

(1) Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its property in the usual and regular course of its activities;

(1) Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its property in the usual and regular course of its activities;

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

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

(3) Transfer any or all of such corporation's assets to one or more other corporations or other entities, of which all of the memberships or interests are owned or controlled by such corporation.

(3) Transfer any or all of such corporation's assets to one or more other corporations or other entities, of which all of the memberships or interests are owned or controlled by such corporation.
O.C.G.A. § 14-11-406 — GA Code / Title 14 / Chapter 11 / Section 14-11-406
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-406
Status: in_force

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

(1) A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and

(1) A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and

(2) No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds a percentage that is equal to the percentage in which the member shares in distributions from the limited liability company.

(2) No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds a percentage that is equal to the percentage in which the member shares in distributions from the limited liability company.
O.C.G.A. § 14-10-10 — GA Code / Title 14 / Chapter 10 / Section 14-10-10
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-10
Status: in_force

(a) Stock-type and nonstock associations. A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the professional association to its members; the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the articles of association; or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the articles of association.

(a) Stock-type and nonstock associations. A professional association organized pursuant to this chapter may issue stock or certificates evidencing ownership of an interest in the assets of the professional association to its members; the association may be a nonstock organization with the members owning no individual interest in the assets of the association but with the rights and duties specified in the articles of association; or the association may be a nonstock organization with the members owning undivided interests in the assets of the association according to the articles of association.

(b) Transferability. The stock or certificates of ownership, if a stock-type association or a membership in a nonstock association, shall be freely transferable except as may be lawfully restricted in the articles of association.

(b) Transferability. The stock or certificates of ownership, if a stock-type association or a membership in a nonstock association, shall be freely transferable except as may be lawfully restricted in the articles of association.

(c) Shareholders and members. A professional association may issue its capital stock if it is a stock-type association or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized.

(c) Shareholders and members. A professional association may issue its capital stock if it is a stock-type association or accept as members of the professional association, if a nonstock association, only persons who are duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized.

(d) Estate of deceased shareholder or member. Subject to the articles of association, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the articles of association for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.

(d) Estate of deceased shareholder or member. Subject to the articles of association, the estate of a member or shareholder who was a person duly licensed or otherwise legally authorized to render the same professional service as that for which the professional association was organized may continue to hold stock or membership pursuant to the articles of association for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service.
O.C.G.A. § 14-2-1402 — GA Code / Title 14 / Chapter 2 / Section 14-2-1402
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1402
Status: in_force

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted: (1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolution, unless the board of directors makes the recommendation that because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against dissolution, in which case the board of directors shall transmit to the shareholders the basis for such determination; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.

(b) For a proposal to dissolve to be adopted:

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

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

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

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

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this Code section) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.
O.C.G.A. § 14-8-15-1 — GA Code / Title 14 / Chapter 8 / Section 14-8-15-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-15.1
Status: in_force

A partnership may sue or be sued in its common name.
O.C.G.A. § 14-3-730 — GA Code / Title 14 / Chapter 3 / Section 14-3-730
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-730
Status: in_force

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. For charitable corporations, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. For charitable corporations, such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.

(b) A voting agreement created under this Code section is specifically enforceable.

(b) A voting agreement created under this Code section is specifically enforceable.

(c) The duration of any agreement created under this Code section shall not exceed 20 years. Failure to state a period of duration or stating a period of duration in excess of 20 years shall not invalidate the agreement, but in either case the period of duration shall be 20 years. Any such agreement may be renewed for a period not in excess of 20 years from the date of renewal by agreement of all the members bound thereby at the date of renewal.

(c) The duration of any agreement created under this Code section shall not exceed 20 years. Failure to state a period of duration or stating a period of duration in excess of 20 years shall not invalidate the agreement, but in either case the period of duration shall be 20 years. Any such agreement may be renewed for a period not in excess of 20 years from the date of renewal by agreement of all the members bound thereby at the date of renewal.
O.C.G.A. § 14-9-203 — GA Code / Title 14 / Chapter 9 / Section 14-9-203
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-203
Status: in_force

A certificate of cancellation may be filed in the office of the Secretary of State when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners, or when there are no limited partners. Such certificate shall set forth:

(1) The name of the limited partnership;

(1) The name of the limited partnership;

(2) The date of filing of its certificate of limited partnership;

(2) The date of filing of its certificate of limited partnership;

(3) The basis permitted by this Code section for filing the certificate of cancellation;

(3) The basis permitted by this Code section for filing the certificate of cancellation;

(4) If the cancellation is to become effective later than the date of filing, the effective date of cancellation or effective time and date, which may not be later than 90 days after the filing date of the cancellation; and

(4) If the cancellation is to become effective later than the date of filing, the effective date of cancellation or effective time and date, which may not be later than 90 days after the filing date of the cancellation; and

(5) Any other information determined to be necessary by the general partners filing the certificate.

(5) Any other information determined to be necessary by the general partners filing the certificate.
O.C.G.A. § 14-3-1509 — GA Code / Title 14 / Chapter 3 / Section 14-3-1509
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1509
Status: in_force

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

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

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

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

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

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.
O.C.G.A. § 14-2-902 — GA Code / Title 14 / Chapter 2 / Section 14-2-902
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-902
Status: in_force

(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.

(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.

(b) A corporation having 50 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a) of this Code section. The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.

(b) A corporation having 50 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a) of this Code section. The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.
O.C.G.A. § 14-4-22 — GA Code / Title 14 / Chapter 4 / Section 14-4-22
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-22
Status: in_force

Whenever application is made to the Secretary of State to obtain a charter or the authorization of articles of incorporation for any purpose, it shall be unlawful for the applicant either to use the name of any person, order, lodge, society, or corporation as a corporate name or to mention any such name in connection with the purpose of such proposed organization without furnishing at the time of application an affidavit of consent executed by such person, order, lodge, society, or corporation.
O.C.G.A. § 14-9-701 — GA Code / Title 14 / Chapter 9 / Section 14-9-701
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-701
Status: in_force

A partnership interest is personal property. A partner has no interest in specific partnership property.
O.C.G.A. § 14-2-124 — GA Code / Title 14 / Chapter 2 / Section 14-2-124
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-124
Status: in_force

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

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

(1) Contains an incorrect statement; or

(1) Contains an incorrect statement; or

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

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

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

(b) A document is corrected:

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

(1) By preparing articles of correction that:

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

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

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

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

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

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

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

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

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

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
O.C.G.A. § 14-3-170 — GA Code / Title 14 / Chapter 3 / Section 14-3-170
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-170
Status: in_force

(a) The Attorney General may petition the superior court: (1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness; (2) To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness; (3) To dissolve a corporation that: (A) Obtained its articles of incorporation through fraud; (B) Was reinstated under Code Section 14-3-1422 through fraud; or (C) Has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or (4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830 , 14-3-842 , 14-3-860 through 14-3-864 , or 14-3-1301 .

(a) The Attorney General may petition the superior court:

(1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;

(1) To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;

(2) To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;

(2) To set aside the unlawful conveyance, transfer, or assignment of assets of a charitable corporation in situations in which the transferee knew of its unlawfulness;

(3) To dissolve a corporation that: (A) Obtained its articles of incorporation through fraud; (B) Was reinstated under Code Section 14-3-1422 through fraud; or (C) Has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or

(3) To dissolve a corporation that:

(A) Obtained its articles of incorporation through fraud;

(A) Obtained its articles of incorporation through fraud;

(B) Was reinstated under Code Section 14-3-1422 through fraud; or

(B) Was reinstated under Code Section 14-3-1422 through fraud; or

(C) Has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or

(C) Has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or

(4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830 , 14-3-842 , 14-3-860 through 14-3-864 , or 14-3-1301 .

(4) To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830 , 14-3-842 , 14-3-860 through 14-3-864 , or 14-3-1301 .

(b) In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section 45-15-17 .

(b) In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section 45-15-17 .
O.C.G.A. § 14-3-1532 — GA Code / Title 14 / Chapter 3 / Section 14-3-1532
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1532
Status: in_force

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-3-1510 . The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section 14-3-1510 . The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

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

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

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

(c) The court's final decision may be appealed as in other civil proceedings.
O.C.G.A. § 14-3-725 — GA Code / Title 14 / Chapter 3 / Section 14-3-725
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-725
Status: in_force

(a) Unless otherwise provided in the articles or bylaws, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(a) Unless otherwise provided in the articles or bylaws, directors are elected by a majority of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.

(b) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(b) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.

(c) Cumulative voting is not authorized at a particular meeting unless: (1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.

(c) Cumulative voting is not authorized at a particular meeting unless:

(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.

(2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.

(d) A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(d) A director elected by cumulative voting may be removed by the members without cause if the requirements of Code Section 14-3-808 are met, unless the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(e) Members may not cumulatively vote if the directors and members are identical.

(e) Members may not cumulatively vote if the directors and members are identical.
O.C.G.A. § 14-2-1603 — GA Code / Title 14 / Chapter 2 / Section 14-2-1603
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1603
Status: in_force

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.

(b) The right to copy records under Code Section 14-2-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(b) The right to copy records under Code Section 14-2-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) A corporation shall convert into written form without charge any record of shareholders not in written form, upon written request of a person entitled to inspect them.

(d) A corporation shall convert into written form without charge any record of shareholders not in written form, upon written request of a person entitled to inspect them.

(e) The corporation may comply with a shareholder's demand to inspect the record of shareholders under paragraph (3) of subsection (b) of Code Section 14-2-1602 by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.

(e) The corporation may comply with a shareholder's demand to inspect the record of shareholders under paragraph (3) of subsection (b) of Code Section 14-2-1602 by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
O.C.G.A. § 14-3-1007 — GA Code / Title 14 / Chapter 3 / Section 14-3-1007
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1007
Status: in_force

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Code Section 14-3-202 .

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Code Section 14-3-202 .

(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute.

(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The text of each amendment approved by the court;

(2) The text of each amendment approved by the court;

(3) The date of the court's order or decree approving the articles of amendment;

(3) The date of the court's order or decree approving the articles of amendment;

(4) The title of the reorganization proceeding in which the order or decree was entered; and

(4) The title of the reorganization proceeding in which the order or decree was entered; and

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

(c) This Code section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

(c) This Code section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.