O.C.G.A. § 14-11-601 — GA Code / Title 14 / Chapter 11 / Section 14-11-601
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-601
Status: in_force

(a) This Code section is effective for limited liability companies formed prior to July 1, 1999.

(a) This Code section is effective for limited liability companies formed prior to July 1, 1999.

(b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The member withdraws by voluntary act from the limited liability company as provided in subsection (d) of this Code section; (2) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ; (3) The member is removed as a member: (A) In accordance with the articles of organization or a written operating agreement; or (B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests; (4) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company; (5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties; (6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or (7) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual: (A) On the date of his or her death; or (B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:

(1) The member withdraws by voluntary act from the limited liability company as provided in subsection (d) of this Code section;

(1) The member withdraws by voluntary act from the limited liability company as provided in subsection (d) of this Code section;

(2) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ;

(2) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ;

(3) The member is removed as a member: (A) In accordance with the articles of organization or a written operating agreement; or (B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(3) The member is removed as a member:

(A) In accordance with the articles of organization or a written operating agreement; or

(A) In accordance with the articles of organization or a written operating agreement; or

(B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(4) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company;

(4) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company;

(5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;

(5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;

(6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or

(6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or

(7) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual: (A) On the date of his or her death; or (B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(7) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual:

(A) On the date of his or her death; or

(A) On the date of his or her death; or

(B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(c) The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

(c) The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

(d) Except as otherwise provided in the articles of organization or a written operating agreement, a member may withdraw from the limited liability company at any time by giving written notice to the other members at least 30 days in advance of his or her withdrawal or such other notice as is provided for in a written operating agreement.

(d) Except as otherwise provided in the articles of organization or a written operating agreement, a member may withdraw from the limited liability company at any time by giving written notice to the other members at least 30 days in advance of his or her withdrawal or such other notice as is provided for in a written operating agreement.
O.C.G.A. § 14-2-805 — GA Code / Title 14 / Chapter 2 / Section 14-2-805
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-805
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Code Section 14-2-806 .

(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Code Section 14-2-806 .

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the shareholders and until the election and qualification of the successor.

(d) A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the shareholders and until the election and qualification of the successor.

(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
O.C.G.A. § 14-3-504 — GA Code / Title 14 / Chapter 3 / Section 14-3-504
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-504
Status: in_force

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection on the earliest of: (1) The date the corporation receives the mail; (2) The date shown on the return receipt, if signed on behalf of the corporation; or (3) Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed.

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection on the earliest of:

(1) The date the corporation receives the mail;

(1) The date the corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed.

(3) Five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed.

(c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation.

(c) This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation.
O.C.G.A. § 14-11-905 — GA Code / Title 14 / Chapter 11 / Section 14-11-905
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-905
Status: in_force

(a) If the surviving entity is a limited liability company, when a merger takes effect: (1) Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity; (2) The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease; (3) The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment; (4) The surviving limited liability company has all the liabilities of each constituent business entity; (5) A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased; (6) Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger; (7) The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and (8) The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law.

(a) If the surviving entity is a limited liability company, when a merger takes effect:

(1) Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity;

(1) Every other constituent business entity party to the merger merges into the limited liability company designated in the plan of merger as the surviving entity;

(2) The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease;

(2) The separate existence of each constituent business entity party to the plan of merger except the surviving limited liability company shall cease;

(3) The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment;

(3) The title to all real estate and other property owned by each constituent business entity is vested in the surviving limited liability company without reversion or impairment;

(4) The surviving limited liability company has all the liabilities of each constituent business entity;

(4) The surviving limited liability company has all the liabilities of each constituent business entity;

(5) A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased;

(5) A proceeding pending against any constituent business entity may be continued as if the merger did not occur or the surviving limited liability company may be substituted in the proceeding for the constituent business entity whose existence ceased;

(6) Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger;

(6) Neither the rights of creditors nor any liens on the property of any constituent business entity shall be impaired by the merger;

(7) The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and

(7) The articles of organization of the surviving limited liability company shall be amended to the extent provided in the articles of merger; and

(8) The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law.

(8) The interests or shares in each merging constituent business entity that are to be converted into interests of the surviving limited liability company, or into cash or other property under the terms of the plan of merger, or cancelled, are so converted or cancelled, and the former holders thereof are entitled only to the rights provided in the plan of merger or their rights otherwise provided by law.

(b) If the surviving business entity is to be governed by the laws of any jurisdiction other than this state, the effects of merger shall be the same as provided in this Code section, except insofar as the laws of such other jurisdiction provide otherwise.

(b) If the surviving business entity is to be governed by the laws of any jurisdiction other than this state, the effects of merger shall be the same as provided in this Code section, except insofar as the laws of such other jurisdiction provide otherwise.

(c) Nothing in this article shall abridge or impair any dissenters' or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent business entity.

(c) Nothing in this article shall abridge or impair any dissenters' or appraisal rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent business entity.

(d) A foreign business entity authorized to transact business in this state that merges with and into a limited liability company pursuant to this chapter and is not the surviving entity in such merger need not obtain a certificate of withdrawal from the Secretary of State.

(d) A foreign business entity authorized to transact business in this state that merges with and into a limited liability company pursuant to this chapter and is not the surviving entity in such merger need not obtain a certificate of withdrawal from the Secretary of State.
O.C.G.A. § 14-2-1805 — GA Code / Title 14 / Chapter 2 / Section 14-2-1805
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1805
Status: in_force

(a) In addition to any other requirements provided for under this chapter, without approval by the shareholders 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, a corporation that is not a benefit corporation shall not take any of the following actions: (1) Amend its articles of incorporation to include a public benefit provision; (2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity; or (3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the corporation would own shares or interests in a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity in lieu of all or any part of their shares of the corporation.

(a) In addition to any other requirements provided for under this chapter, without approval by the shareholders 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, a corporation that is not a benefit corporation shall not take any of the following actions:

(1) Amend its articles of incorporation to include a public benefit provision;

(1) Amend its articles of incorporation to include a public benefit provision;

(2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity; or

(2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity; or

(3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the corporation would own shares or interests in a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity in lieu of all or any part of their shares of the corporation.

(3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the corporation would own shares or interests in a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity in lieu of all or any part of their shares of the corporation.

(b) In addition to any other requirements provided for under this chapter, without approval by the shareholders 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, a benefit corporation shall not take any of the following actions: (1) Amend its articles of incorporation to delete or substantively modify its public benefit provision; (2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is not a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision; or (3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the benefit corporation would own, in lieu of all or any part of their shares of the benefit corporation, shares or interests in a domestic or foreign corporation or other entity that is not a benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision.

(b) In addition to any other requirements provided for under this chapter, without approval by the shareholders 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, a benefit corporation shall not take any of the following actions:

(1) Amend its articles of incorporation to delete or substantively modify its public benefit provision;

(1) Amend its articles of incorporation to delete or substantively modify its public benefit provision;

(2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is not a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision; or

(2) Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is not a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision; or

(3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the benefit corporation would own, in lieu of all or any part of their shares of the benefit corporation, shares or interests in a domestic or foreign corporation or other entity that is not a benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision.

(3) Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202 , or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the benefit corporation would own, in lieu of all or any part of their shares of the benefit corporation, shares or interests in a domestic or foreign corporation or other entity that is not a benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision.
O.C.G.A. § 14-3-205 — GA Code / Title 14 / Chapter 3 / Section 14-3-205
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-205
Status: in_force

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

(a) After incorporation:

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

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

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

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

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

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

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

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

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

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

(c) An organizational meeting may be held in or out of this state or in accordance with Code Section 14-3-821 .

(c) An organizational meeting may be held in or out of this state or in accordance with Code Section 14-3-821 .
O.C.G.A. § 14-8-51 — GA Code / Title 14 / Chapter 8 / Section 14-8-51
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-51
Status: in_force

The Secretary of State may commence a proceeding under Code Section 14-8-52 to revoke the certificate of authority of a foreign limited liability partnership authorized to transact business in this state if:

(1) The foreign limited liability partnership does not deliver its annual registration to the Secretary of State within 60 days after it is due;

(1) The foreign limited liability partnership does not deliver its annual registration to the Secretary of State within 60 days after it is due;

(2) The foreign limited liability partnership does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;

(2) The foreign limited liability partnership does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;

(3) The foreign limited liability partnership is without a registered agent or registered office in this state for 60 days or more;

(3) The foreign limited liability partnership is without a registered agent or registered office in this state for 60 days or more;

(4) The foreign limited liability partnership does not inform the Secretary of State under Code Section 14-8-46 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuation;

(4) The foreign limited liability partnership does not inform the Secretary of State under Code Section 14-8-46 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuation;

(5) A partner or agent of the foreign limited liability partnership signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or

(5) A partner or agent of the foreign limited liability partnership signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or

(6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability partnership is organized stating that it has been dissolved, terminated, or disappeared as a result of a merger.

(6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability partnership is organized stating that it has been dissolved, terminated, or disappeared as a result of a merger.
O.C.G.A. § 14-5-6 — GA Code / Title 14 / Chapter 5 / Section 14-5-6
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-6
Status: in_force

(a) It shall be illegal for any corporation incorporated under the laws of, or doing business in, this state or any officer or agent thereof to make or authorize directly or indirectly any contributions from corporate funds for the purpose of influencing the vote, judgment, or action of any officer of this state, whether he is employed in the legislative, executive, or judicial branch.

(a) It shall be illegal for any corporation incorporated under the laws of, or doing business in, this state or any officer or agent thereof to make or authorize directly or indirectly any contributions from corporate funds for the purpose of influencing the vote, judgment, or action of any officer of this state, whether he is employed in the legislative, executive, or judicial branch.

(b) Any person or corporation or any officer thereof who shall violate subsection (a) of this Code section relating to corporate contributions to influence official action shall be guilty of a felony and, upon conviction thereof, shall be punished by a fine in the sum of ten times the amount of the contribution made or $1,000.00, whichever is greater, or by imprisonment for not less than one year nor more than four years, or both.

(b) Any person or corporation or any officer thereof who shall violate subsection (a) of this Code section relating to corporate contributions to influence official action shall be guilty of a felony and, upon conviction thereof, shall be punished by a fine in the sum of ten times the amount of the contribution made or $1,000.00, whichever is greater, or by imprisonment for not less than one year nor more than four years, or both.
O.C.G.A. § 14-2-1420 — GA Code / Title 14 / Chapter 2 / Section 14-2-1420
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1420
Status: in_force

The Secretary of State may commence a proceeding under Code Section 14-2-1421 to dissolve a corporation administratively if:

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

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

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

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

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

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

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

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

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

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

(6) Any notice which is required to be published by Code Section 14-2-201.1 , 14-2-1006.1 , 14-2-1105.1 , or 14-2-1403.1 has not been published.

(6) Any notice which is required to be published by Code Section 14-2-201.1 , 14-2-1006.1 , 14-2-1105.1 , or 14-2-1403.1 has not been published.
O.C.G.A. § 14-2-1504 — GA Code / Title 14 / Chapter 2 / Section 14-2-1504
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1504
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) The requirements of Code Section 14-2-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.

(b) The requirements of Code Section 14-2-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Code section.

(c) If a foreign corporation authorized to transact business in this state converts into a foreign limited liability company: (1) The 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 as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly.

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

(1) The 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 as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and

(1) The 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 as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and

(2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

(2) If such notice is timely given:

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

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

(B) The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

(B) The certificate of authority issued to such foreign corporation under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

The Secretary of State shall adjust its records accordingly.

(d) If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership: (1) The 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 as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and (2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion. The Secretary of State shall adjust its records accordingly.

(d) If a foreign corporation authorized to transact business in this state converts into a foreign limited partnership:

(1) The 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 as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and

(1) The foreign 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 as may be required to be submitted by a foreign limited partnership that applies for a certificate of authority to transact business in this state; and

(2) If such notice is timely given: (A) The authorization of such entity to transact business in this state shall continue without interruption; and (B) The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

(2) If such notice is timely given:

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

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

(B) The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

(B) The certificate of authority issued to such foreign corporation under this part shall constitute a certificate of authority issued under Code Section 14-9-903 to the foreign limited partnership resulting from the conversion effective as of the date of the conversion.

The Secretary of State shall adjust its records accordingly.
O.C.G.A. § 14-11-1102 — GA Code / Title 14 / Chapter 11 / Section 14-11-1102
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1102
Status: in_force

(a) If each person required by Code Section 14-11-205 to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited liability company is located to direct the execution of the document. If the court finds that it is proper for the document to be executed and that every person so designated has failed or refused to execute the document, it shall order the Secretary of State to file the document in appropriate form notwithstanding the lack of required execution.

(a) If each person required by Code Section 14-11-205 to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court of the county where the registered office of the limited liability company is located to direct the execution of the document. If the court finds that it is proper for the document to be executed and that every person so designated has failed or refused to execute the document, it shall order the Secretary of State to file the document in appropriate form notwithstanding the lack of required execution.

(b) The court shall assess the costs and expenses of such proceeding against the limited liability company, except that all or any part of such costs and expenses may be apportioned and assessed, as the court may determine, against any or all of the persons required by Code Section 14-2-205 to execute a document who failed or refused to do so if the court finds that such failure or refusal was arbitrary, vexatious, or otherwise not in good faith.

(b) The court shall assess the costs and expenses of such proceeding against the limited liability company, except that all or any part of such costs and expenses may be apportioned and assessed, as the court may determine, against any or all of the persons required by Code Section 14-2-205 to execute a document who failed or refused to do so if the court finds that such failure or refusal was arbitrary, vexatious, or otherwise not in good faith.
O.C.G.A. § 14-2-623 — GA Code / Title 14 / Chapter 2 / Section 14-2-623
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-623
Status: in_force

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless: (1) The articles of incorporation so authorize; (2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (3) There are no outstanding shares of the class or series to be issued.

(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The articles of incorporation so authorize;

(1) The articles of incorporation so authorize;

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) There are no outstanding shares of the class or series to be issued.

(3) There are no outstanding shares of the class or series to be issued.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

(d) If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.

(d) If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.
O.C.G.A. § 14-2-707 — GA Code / Title 14 / Chapter 2 / Section 14-2-707
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-707
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(b) A record date fixed under this Code section may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
O.C.G.A. § 14-11-100 — GA Code / Title 14 / Chapter 11 / Section 14-11-100
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-100
Status: in_force

This chapter shall be known and may be cited as the “Georgia Limited Liability Company Act.”
O.C.G.A. § 14-3-140 — GA Code / Title 14 / Chapter 3 / Section 14-3-140
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-140
Status: in_force

As used in this chapter, the term:

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

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

(2) “ Board of directors ” or “ board ” means the person or persons vested with the authority to manage the affairs of the corporation, irrespective of the name of such group, but shall not include any person solely by virtue of powers delegated to him or her by Code Section 14-3-801 .

(2) “ Board of directors ” or “ board ” means the person or persons vested with the authority to manage the affairs of the corporation, irrespective of the name of such group, but shall not include any person solely by virtue of powers delegated to him or her by Code Section 14-3-801 .

(3) “ Business corporation ” means a corporation for profit, incorporated under the provisions of Chapter 2 of this title.

(3) “ Business corporation ” means a corporation for profit, incorporated under the provisions of Chapter 2 of this title.

(4) “ Bylaws ” means the code of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names of such rules.

(4) “ Bylaws ” means the code of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names of such rules.

(5) “ Charitable corporation ” means a corporation that meets the requirements of paragraph (2) of subsection (a) of Code Section 14-3-1302 .

(5) “ Charitable corporation ” means a corporation that meets the requirements of paragraph (2) of subsection (a) of Code Section 14-3-1302 .

(6) “ Chief executive officer ” includes a president or any other individual holding a similar position designated by another title.

(6) “ Chief executive officer ” includes a president or any other individual holding a similar position designated by another title.

(7) “ Chief financial officer ” includes a treasurer or any other individual holding a similar position designated by another title.

(7) “ Chief financial officer ” includes a treasurer or any other individual holding a similar position designated by another title.

(8) “ Class ” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this Code section, rights shall be considered the same if they are determined by a formula applied uniformly.

(8) “ Class ” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this Code section, rights shall be considered the same if they are determined by a formula applied uniformly.

(9) “ Corporation ” or “ domestic corporation ” means a corporation, other than a foreign corporation, incorporated under or subject to the provisions of this chapter.

(9) “ Corporation ” or “ domestic corporation ” means a corporation, other than a foreign corporation, incorporated under or subject to the provisions of this chapter.

(10) “ Delegate ” means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters. A person is not a member solely by virtue of such person's status as a delegate.

(10) “ Delegate ” means a person elected or appointed to vote in a representative assembly for the election of a director or on other matters. A person is not a member solely by virtue of such person's status as a delegate.

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

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

(12) “ Document ” means: (A) Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments; and (B) Any electronic or other medium that is retrievable in perceivable form.

(12) “ Document ” means:

(A) Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments; and

(A) Any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments; and

(B) Any electronic or other medium that is retrievable in perceivable form.

(B) Any electronic or other medium that is retrievable in perceivable form.

(13) “Effective date of notice” is described in Code Section 14-3-141 .

(13) “Effective date of notice” is described in Code Section 14-3-141 .

(14) “ Electronic ” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(14) “ Electronic ” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(15) “ Electronic network ” means any medium or electronic system for creating, generating, sending, receiving, storing, displaying, processing, or viewing electronic documents or electronic transmissions among persons.

(15) “ Electronic network ” means any medium or electronic system for creating, generating, sending, receiving, storing, displaying, processing, or viewing electronic documents or electronic transmissions among persons.

(16) “ Electronic transmission ” or “ electronically transmitted ” means any form of electronic communication that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(16) “ Electronic transmission ” or “ electronically transmitted ” means any form of electronic communication that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(17) “Entity” includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, foreign limited partnership, trust, and two or more persons having a joint or common economic interest; domestic joint-stock association and foreign joint-stock association; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; state, United States, and foreign government; and regional commission solely for the purpose of implementing subsection (f) of Code Section 50-8-35 .

(17) “Entity” includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, foreign limited partnership, trust, and two or more persons having a joint or common economic interest; domestic joint-stock association and foreign joint-stock association; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; state, United States, and foreign government; and regional commission solely for the purpose of implementing subsection (f) of Code Section 50-8-35 .

(18) “ Foreign business corporation ” means a corporation for profit incorporated under a law other than the law of this state.

(18) “ Foreign business corporation ” means a corporation for profit incorporated under a law other than the law of this state.

(19) “ Foreign corporation ” means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under, or subject to, this chapter.

(19) “ Foreign corporation ” means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under, or subject to, this chapter.

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

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

(21) “Governing agreements” includes the articles of incorporation and bylaws of a business corporation, foreign business corporation, or corporation or foreign corporation; the articles of association or trust agreement or indenture and bylaws of a joint-stock association; the articles of organization and operating agreement of a limited liability company; the certificate of limited partnership and limited partnership agreement of a limited partnership; and agreements serving comparable purposes under the laws of other states or jurisdictions.

(21) “Governing agreements” includes the articles of incorporation and bylaws of a business corporation, foreign business corporation, or corporation or foreign corporation; the articles of association or trust agreement or indenture and bylaws of a joint-stock association; the articles of organization and operating agreement of a limited liability company; the certificate of limited partnership and limited partnership agreement of a limited partnership; and agreements serving comparable purposes under the laws of other states or jurisdictions.

(22) “ Governmental subdivision ” includes an authority, county, district, and municipality or any other political subdivision.

(22) “ Governmental subdivision ” includes an authority, county, district, and municipality or any other political subdivision.

(23) “Includes” or “including” denotes a partial definition or a nonexclusive list.

(23) “Includes” or “including” denotes a partial definition or a nonexclusive list.

(24) “ Individual ” means a natural person and includes the estate of an incompetent or deceased individual.

(24) “ Individual ” means a natural person and includes the estate of an incompetent or deceased individual.

(25) “Joint-stock association” includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust, or enterprise having members or having outstanding shares of stock or other evidences of financial and beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but shall not include a corporation, partnership, limited liability partnership, limited liability company, or nonprofit organization. A joint-stock association as defined in this paragraph may be formed under the laws of this state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53 or a trust formed under or pursuant to the laws of any other state or jurisdiction.

(25) “Joint-stock association” includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust, or enterprise having members or having outstanding shares of stock or other evidences of financial and beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but shall not include a corporation, partnership, limited liability partnership, limited liability company, or nonprofit organization. A joint-stock association as defined in this paragraph may be formed under the laws of this state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53 or a trust formed under or pursuant to the laws of any other state or jurisdiction.

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

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

(27) “ Limited partnership ” includes limited partnerships formed under the laws of this state or of any other state or territory of the United States or the District of Columbia.

(27) “ Limited partnership ” includes limited partnerships formed under the laws of this state or of any other state or territory of the United States or the District of Columbia.

(28) “ Mail ” includes the United States mail.

(28) “ Mail ” includes the United States mail.

(29) “Means” denotes an exhaustive definition.

(29) “Means” denotes an exhaustive definition.

(30) “ Member ” means without regard to the name by which a person is designated in the articles or bylaws any person who is entitled to vote for the election of a director or directors pursuant to a provision of the corporation's articles that expressly provides for or contemplates the existence of members. A person is not a member solely by virtue of any of the following: (A) Any rights such person has as a delegate; (B) Any rights such person has to nominate, appoint, or confirm a director or directors; (C) Any rights such person has as a director; or (D) A contribution by such person to the corporation.

(30) “ Member ” means without regard to the name by which a person is designated in the articles or bylaws any person who is entitled to vote for the election of a director or directors pursuant to a provision of the corporation's articles that expressly provides for or contemplates the existence of members. A person is not a member solely by virtue of any of the following:

(A) Any rights such person has as a delegate;

(A) Any rights such person has as a delegate;

(B) Any rights such person has to nominate, appoint, or confirm a director or directors;

(B) Any rights such person has to nominate, appoint, or confirm a director or directors;

(C) Any rights such person has as a director; or

(C) Any rights such person has as a director; or

(D) A contribution by such person to the corporation.

(D) A contribution by such person to the corporation.

(31) “ Membership corporation ” means a corporation whose articles of incorporation provide for a member or members.

(31) “ Membership corporation ” means a corporation whose articles of incorporation provide for a member or members.

(32) “Notice” is described in Code Section 14-3-141 .

(32) “Notice” is described in Code Section 14-3-141 .

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

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

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

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

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

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

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

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

(37) “ Secretary ” means the corporate officer to whom the board of directors has delegated responsibility under subsection (d) of Code Section 14-3-840 for custody of the minutes of the meetings of the board of directors and of any members and for authenticating records of the corporation.

(37) “ Secretary ” means the corporate officer to whom the board of directors has delegated responsibility under subsection (d) of Code Section 14-3-840 for custody of the minutes of the meetings of the board of directors and of any members and for authenticating records of the corporation.

(38) “ Share ” includes shares, memberships, financial or beneficial interests, units, or proprietary or partnership interests in a business corporation or a foreign business corporation, limited liability company, joint-stock association, or limited partnership but does not include debt obligations of any entity.

(38) “ Share ” includes shares, memberships, financial or beneficial interests, units, or proprietary or partnership interests in a business corporation or a foreign business corporation, limited liability company, joint-stock association, or limited partnership but does not include debt obligations of any entity.

(39) “ Shareholder ” means any person who owns or holds title to or beneficial interest in a share.

(39) “ Shareholder ” means any person who owns or holds title to or beneficial interest in a share.

(40) “ Signature ” or “ sign ” includes any manual, facsimile, conformed, or electronic signature.

(40) “ Signature ” or “ sign ” includes any manual, facsimile, conformed, or electronic signature.

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

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

(42) “ Superior court ” means the superior court of the county in which the corporation's registered office is located; if the corporation has no registered office, the county in which the corporation's principal office is located; or, if the corporation has neither a registered office nor a principal office, then the Superior Court of Fulton County.

(42) “ Superior court ” means the superior court of the county in which the corporation's registered office is located; if the corporation has no registered office, the county in which the corporation's principal office is located; or, if the corporation has neither a registered office nor a principal office, then the Superior Court of Fulton County.

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

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

(44) “ Voting power ” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

(44) “ Voting power ” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
O.C.G.A. § 14-11-1007 — GA Code / Title 14 / Chapter 11 / Section 14-11-1007
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1007
Status: in_force

(a) The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009 .

(a) The limited liability company may restrict the transfer of uncertificated membership interests from the date the demand for their payment is received until the proposed limited liability company action is taken or the restrictions are released under Code Section 14-11-1009 .

(b) The person for whom dissenters' rights are asserted as to uncertificated membership interests retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.

(b) The person for whom dissenters' rights are asserted as to uncertificated membership interests retains all other rights of a member until these rights are canceled or modified by the taking of the proposed limited liability company action.
O.C.G.A. § 14-2-142 — GA Code / Title 14 / Chapter 2 / Section 14-2-142
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-142
Status: in_force

(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitute one shareholder: (1) Three or fewer co-owners; (2) A corporation, partnership, trust, estate, or other entity; (3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitute one shareholder:

(1) Three or fewer co-owners;

(1) Three or fewer co-owners;

(2) A corporation, partnership, trust, estate, or other entity;

(2) A corporation, partnership, trust, estate, or other entity;

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
O.C.G.A. § 14-5-11 — GA Code / Title 14 / Chapter 5 / Section 14-5-11
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-11
Status: in_force

(a) If there is no other statute which authorizes or prescribes the manner in which any domestic corporation which is not otherwise subject to Chapter 2 or Chapter 3 of this title may amend its charter or articles of incorporation, merge, or take any other action which a corporation which is subject to Chapter 2 or Chapter 3 of this title is authorized to take, such domestic corporation is authorized to take such action in the same manner and subject to the same provisions, conditions, limitations, and procedures prescribed in Chapter 2 or Chapter 3 of this title. The provisions of this Code section shall apply to corporations chartered by Acts of the General Assembly of Georgia.

(a) If there is no other statute which authorizes or prescribes the manner in which any domestic corporation which is not otherwise subject to Chapter 2 or Chapter 3 of this title may amend its charter or articles of incorporation, merge, or take any other action which a corporation which is subject to Chapter 2 or Chapter 3 of this title is authorized to take, such domestic corporation is authorized to take such action in the same manner and subject to the same provisions, conditions, limitations, and procedures prescribed in Chapter 2 or Chapter 3 of this title. The provisions of this Code section shall apply to corporations chartered by Acts of the General Assembly of Georgia.

(b) Each domestic corporation and each foreign corporation which is doing business in this state and which is not otherwise required to register with the Secretary of State under any other law of this state shall deliver to the Secretary of State for filing an annual registration in the same manner, containing the same information, and subject to the same conditions, requirements, fees, and procedures as set out in Code Section 14-2-1622 . Any corporation failing to file such registration shall be subject to the same penalties as provided in Chapter 2 of this title for corporations which fail to file an annual registration.

(b) Each domestic corporation and each foreign corporation which is doing business in this state and which is not otherwise required to register with the Secretary of State under any other law of this state shall deliver to the Secretary of State for filing an annual registration in the same manner, containing the same information, and subject to the same conditions, requirements, fees, and procedures as set out in Code Section 14-2-1622 . Any corporation failing to file such registration shall be subject to the same penalties as provided in Chapter 2 of this title for corporations which fail to file an annual registration.
O.C.G.A. § 14-2-942 — GA Code / Title 14 / Chapter 2 / Section 14-2-942
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-942
Status: in_force

(a) If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section 14-2-943 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this Code section.

(a) If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section 14-2-943 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this Code section.

(b) If the court orders a share purchase, it shall: (1) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers (if any) appointed by the court, and the legal constraints on the corporation's ability to purchase the shares; (2) Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller; (3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price; (4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and (5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Code Section 14-2-943 .

(b) If the court orders a share purchase, it shall:

(1) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers (if any) appointed by the court, and the legal constraints on the corporation's ability to purchase the shares;

(1) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers (if any) appointed by the court, and the legal constraints on the corporation's ability to purchase the shares;

(2) Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;

(2) Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;

(3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;

(3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;

(4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and

(4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and

(5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Code Section 14-2-943 .

(5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Code Section 14-2-943 .

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

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

(d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.

(d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
O.C.G.A. § 14-4-101 — GA Code / Title 14 / Chapter 4 / Section 14-4-101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-101
Status: in_force

If application shall be made under subsection (a) of Code Section 14-4-100 to amend the charter of an insurance, railroad, canal, navigation, express, or telegraph company incorporated by special Act of the General Assembly, the Secretary of State shall issue to the corporation the following certificate:

To whom it may concern--Greetings:

(Insert here name of petitioning corporation), a corporation created by an Act of the General Assembly of this state by an Act approved (insert here date of approval of Act), and Acts amendatory thereof, approved (insert here date of approval of amendatory Acts), having petitioned for an amendment of the charter of said corporation, in terms of the law in such case made and provided, the corporate powers and privileges set out in the Act (or certain specified sections of the Act), providing for the grant of corporate powers and privileges by the Secretary of State to (insert charter of company), are hereby conferred upon (insert name of company desiring amendment).

Witness my hand and the seal of this state, this _____ day of _____, _____.
O.C.G.A. § 14-3-630 — GA Code / Title 14 / Chapter 3 / Section 14-3-630
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-630
Status: in_force

(a) A corporation may provide for delegates having some or all of the rights and authority of members. Any such provision must be set forth in such corporation's articles or bylaws.

(a) A corporation may provide for delegates having some or all of the rights and authority of members. Any such provision must be set forth in such corporation's articles or bylaws.

(b) If the corporation's articles or bylaws provide for delegates, the articles or bylaws must set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal; (2) Calling, noticing, holding, and conducting meetings of delegates; and (3) Carrying on corporate activities during and between meetings of delegates.

(b) If the corporation's articles or bylaws provide for delegates, the articles or bylaws must set forth provisions relating to:

(1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;

(1) The characteristics, qualifications, rights, limitations, and obligations of delegates, including their selection and removal;

(2) Calling, noticing, holding, and conducting meetings of delegates; and

(2) Calling, noticing, holding, and conducting meetings of delegates; and

(3) Carrying on corporate activities during and between meetings of delegates.

(3) Carrying on corporate activities during and between meetings of delegates.
O.C.G.A. § 14-3-708 — GA Code / Title 14 / Chapter 3 / Section 14-3-708
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-708
Status: in_force

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members who would be entitled to vote at a meeting and who have voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing the requisite number of votes, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members who would be entitled to vote at a meeting and who have voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing the requisite number of votes, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) No consent in writing or by electronic transmission signed under this Code section shall be valid unless: (1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or (2) The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.

(b) No consent in writing or by electronic transmission signed under this Code section shall be valid unless:

(1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or

(1) The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or

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

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

(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent.

(c) If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent.

(d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. Except as otherwise provided in the articles or bylaws, whenever this chapter or the articles or bylaws require a signature of a member, the signature may be a manual, facsimile, conformed, or electronic signature.

(d) A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. Except as otherwise provided in the articles or bylaws, whenever this chapter or the articles or bylaws require a signature of a member, the signature may be a manual, facsimile, conformed, or electronic signature.

(e) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If such written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.

(e) Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If such written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.

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

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

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

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

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

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

(g) With respect to notices and demands by a member to the corporation, this subsection is in addition to, and not in lieu of, the restrictions and limitations applicable to notices set forth in Code Section 14-3-141 .

(g) With respect to notices and demands by a member to the corporation, this subsection is in addition to, and not in lieu of, the restrictions and limitations applicable to notices set forth in Code Section 14-3-141 .
O.C.G.A. § 14-5-11-1 — GA Code / Title 14 / Chapter 5 / Section 14-5-11-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-5-11.1
Status: in_force

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section 14-5-11 to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
O.C.G.A. § 14-2-722 — GA Code / Title 14 / Chapter 2 / Section 14-2-722
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-722
Status: in_force

(a) A shareholder may vote his or her shares in person or by proxy.

(a) A shareholder may vote his or her shares in person or by proxy.

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

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

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

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

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) A pledgee; (2) A person who purchased or agreed to purchase the shares; (3) A creditor of the corporation who extended it credit under terms requiring the appointment; (4) An employee of the corporation whose employment contract requires the appointment; or (5) A party to a voting agreement created under Code Section 14-2-731 .

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under Code Section 14-2-731 .

(5) A party to a voting agreement created under Code Section 14-2-731 .

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

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

(f) An appointment made irrevocable under subsection (d) of this Code section is revoked when the interest with which it is coupled is extinguished.

(f) An appointment made irrevocable under subsection (d) of this Code section is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he or she did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to Code Section 14-2-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

(h) Subject to Code Section 14-2-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

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

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

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

(j) A corporation may adopt bylaws authorizing additional means or procedures for shareholders to exercise rights granted by this Code section.
O.C.G.A. § 14-11-1103 — GA Code / Title 14 / Chapter 11 / Section 14-11-1103
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1103
Status: in_force

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

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

(1) The name of the limited liability company or the foreign limited liability company and the jurisdiction under whose law it is organized;

(1) The name of the limited liability company or the foreign limited liability company and the jurisdiction under whose law it is organized;

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

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

(3) The mailing address of its principal place of business; and

(3) The mailing address of its principal place of business; and

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

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

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

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

(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 the limited liability company was formed or a foreign limited liability company 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 and 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 the limited liability company was formed or a foreign limited liability company 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 and regulations, of the following calendar years.

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

(d) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the limited liability company or foreign limited liability company in writing and return the registration to it for correction. If the registration is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the date of notice, it is deemed to be timely filed.
O.C.G.A. § 14-4-148 — GA Code / Title 14 / Chapter 4 / Section 14-4-148
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-148
Status: in_force

Each stockholder in either of the consolidating or merging corporations at the time the merger or consolidation becomes effective who is entitled to vote but who does not vote against the merger or consolidation and object thereto in writing, as provided in Code Section 14-4-143 , and each stockholder in each of the constituent corporations at the time the merger or consolidation becomes effective who is not entitled to vote and who does not object thereto in writing, as provided in Code Section 14-4-143 , shall cease to be a stockholder in such constituent corporation and shall be deemed to have assented to the consolidation or merger. Such stockholders together with the stockholders voting in favor of the consolidation or merger shall be entitled to receive certificates of stock in the surviving or resulting corporation or other securities or property in the manner and on the terms specified in the agreement.
O.C.G.A. § 14-4-161 — GA Code / Title 14 / Chapter 4 / Section 14-4-161
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-161
Status: in_force

(a) The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction nor operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it at the time of such dissolution; but all such pending actions may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.

(a) The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction nor operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it at the time of such dissolution; but all such pending actions may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.

(b) Actions for the enforcement of any demand or cause of action due by a dissolved corporation may to a like extent be instituted and enforced against it in any court having jurisdiction thereof at the time of its dissolution; and service thereon may be perfected either by seizure of the property of such corporation, by any form of legal process, or by serving with process issued upon said actions any person who, as an agent or officer of such corporation, was subject to be served as its officer or agent at the time of such dissolution.

(b) Actions for the enforcement of any demand or cause of action due by a dissolved corporation may to a like extent be instituted and enforced against it in any court having jurisdiction thereof at the time of its dissolution; and service thereon may be perfected either by seizure of the property of such corporation, by any form of legal process, or by serving with process issued upon said actions any person who, as an agent or officer of such corporation, was subject to be served as its officer or agent at the time of such dissolution.
O.C.G.A. § 14-11-903 — GA Code / Title 14 / Chapter 11 / Section 14-11-903
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-903
Status: in_force

(a) A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A corporation or limited partnership party to a proposed merger shall have the plan of merger authorized and approved in accordance with the applicable chapter of this title.

(a) A limited liability company party to a proposed merger shall have the plan of merger authorized and approved by the unanimous consent of the members, unless the articles of organization or a written operating agreement of such limited liability company provides otherwise. A corporation or limited partnership party to a proposed merger shall have the plan of merger authorized and approved in accordance with the applicable chapter of this title.

(b) A plan of merger complying with the requirements of Code Section 14-11-902 shall be approved by each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.

(b) A plan of merger complying with the requirements of Code Section 14-11-902 shall be approved by each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.

(c) After a merger is authorized, unless the plan of merger provides otherwise, and at any time before articles of merger (as provided for in Code Section 14-11-904 ) are filed by the Secretary of State, the planned merger may be abandoned (subject to any contractual rights) in accordance with the procedure set forth in the plan of merger or, if none is set forth, as follows: (1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the articles of organization or a written operating agreement of any such limited liability company provides otherwise; (2) By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and (3) By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.

(c) After a merger is authorized, unless the plan of merger provides otherwise, and at any time before articles of merger (as provided for in Code Section 14-11-904 ) are filed by the Secretary of State, the planned merger may be abandoned (subject to any contractual rights) in accordance with the procedure set forth in the plan of merger or, if none is set forth, as follows:

(1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the articles of organization or a written operating agreement of any such limited liability company provides otherwise;

(1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the articles of organization or a written operating agreement of any such limited liability company provides otherwise;

(2) By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and

(2) By each corporation and limited partnership that is a constituent entity in accordance with the applicable chapter of this title; and

(3) By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.

(3) By each foreign constituent business entity in accordance with the laws of the state or jurisdiction in which it was organized or formed.
O.C.G.A. § 14-9-502 — GA Code / Title 14 / Chapter 9 / Section 14-9-502
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-502
Status: in_force

(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31 , a promise by a person to make a contribution to the capital of a limited partnership is not enforceable unless set out in a writing signed by the person or his attorney in fact.

(a) Notwithstanding any other provision of law regarding unwritten contracts, including but not limited to Code Section 13-5-31 , a promise by a person to make a contribution to the capital of a limited partnership is not enforceable unless set out in a writing signed by the person or his attorney in fact.

(b) Except as provided in the partnership agreement: (1) A partner is obligated to the limited partnership to perform an otherwise enforceable promise to contribute cash or property or to perform services and to pay interest on the agreed contribution from the date the contribution is due; and (2) This obligation exists even if the partner is unable to perform because of death, disability, or any other reason.

(b) Except as provided in the partnership agreement:

(1) A partner is obligated to the limited partnership to perform an otherwise enforceable promise to contribute cash or property or to perform services and to pay interest on the agreed contribution from the date the contribution is due; and

(1) A partner is obligated to the limited partnership to perform an otherwise enforceable promise to contribute cash or property or to perform services and to pay interest on the agreed contribution from the date the contribution is due; and

(2) This obligation exists even if the partner is unable to perform because of death, disability, or any other reason.

(2) This obligation exists even if the partner is unable to perform because of death, disability, or any other reason.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution to the capital of the partnership may be reduced or eliminated only by consent of all partners.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution to the capital of the partnership may be reduced or eliminated only by consent of all partners.
O.C.G.A. § 14-2-641 — GA Code / Title 14 / Chapter 2 / Section 14-2-641
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-641
Status: in_force

(a) As used in this Code section, the term: (1) “Call” means a notice or demand, pursuant to a right contained in the articles of incorporation, resolution of the board of directors, or other document governing rights and preferences of shares or other securities, to redeem, cancel, or otherwise extinguish a part or all of a class or series of securities of an issuing corporation. (2) “Registered holder” means the holder or owner of shares or other securities as shown upon the records maintained by or on behalf of the issuer for that purpose. (3) “Redemption” includes the surrender, cancellation, or payment in satisfaction of or with respect to shares or other securities by an issuer.

(a) As used in this Code section, the term:

(1) “Call” means a notice or demand, pursuant to a right contained in the articles of incorporation, resolution of the board of directors, or other document governing rights and preferences of shares or other securities, to redeem, cancel, or otherwise extinguish a part or all of a class or series of securities of an issuing corporation.

(1) “Call” means a notice or demand, pursuant to a right contained in the articles of incorporation, resolution of the board of directors, or other document governing rights and preferences of shares or other securities, to redeem, cancel, or otherwise extinguish a part or all of a class or series of securities of an issuing corporation.

(2) “Registered holder” means the holder or owner of shares or other securities as shown upon the records maintained by or on behalf of the issuer for that purpose.

(2) “Registered holder” means the holder or owner of shares or other securities as shown upon the records maintained by or on behalf of the issuer for that purpose.

(3) “Redemption” includes the surrender, cancellation, or payment in satisfaction of or with respect to shares or other securities by an issuer.

(3) “Redemption” includes the surrender, cancellation, or payment in satisfaction of or with respect to shares or other securities by an issuer.

(b) When a corporation has duly and properly called for redemption of any securities and the registered holder of the securities has been sent notice of call at his or her last address as it appears on the records of the corporation but fails to present the certificate for the securities or otherwise take action as required by the call within 60 days of the effective date of the call or such longer time as may be specified in the notice of the call, then the corporation may transfer the money or other property distributable upon the redemption to a trustee, for the benefit of the registered owner or his or her successors in title, and thereupon the securities shall be deemed as of the effective date of the call to have been redeemed, canceled, or paid and no longer outstanding.

(b) When a corporation has duly and properly called for redemption of any securities and the registered holder of the securities has been sent notice of call at his or her last address as it appears on the records of the corporation but fails to present the certificate for the securities or otherwise take action as required by the call within 60 days of the effective date of the call or such longer time as may be specified in the notice of the call, then the corporation may transfer the money or other property distributable upon the redemption to a trustee, for the benefit of the registered owner or his or her successors in title, and thereupon the securities shall be deemed as of the effective date of the call to have been redeemed, canceled, or paid and no longer outstanding.

(c) In order for the transfer to the trustee permitted by subsection (b) of this Code section to be effective for this purpose, the corporation must have adopted a plan therefor prior to the call, and must have sent notice to the registered holder of the securities of the details of the plan, including the name and address of the trustee, at the time of the sending of the notice of the call. The registered holder for whom the transfer in trust is made or his or her successors in title shall have only the right to obtain the money or other property from the trustee: (1) In the case of certificated securities, upon surrender to the trustee of the certificates involved; and (2) In the case of uncertificated securities, upon satisfying the trustee that he or she was the registered holder.

(c) In order for the transfer to the trustee permitted by subsection (b) of this Code section to be effective for this purpose, the corporation must have adopted a plan therefor prior to the call, and must have sent notice to the registered holder of the securities of the details of the plan, including the name and address of the trustee, at the time of the sending of the notice of the call. The registered holder for whom the transfer in trust is made or his or her successors in title shall have only the right to obtain the money or other property from the trustee:

(1) In the case of certificated securities, upon surrender to the trustee of the certificates involved; and

(1) In the case of certificated securities, upon surrender to the trustee of the certificates involved; and

(2) In the case of uncertificated securities, upon satisfying the trustee that he or she was the registered holder.

(2) In the case of uncertificated securities, upon satisfying the trustee that he or she was the registered holder.

(d) Any money or other property held by the trustee which is not claimed by the registered holder within six years from the date of the transfer to the trustee shall be distributed to the persons and in the manner provided in the plan previously adopted or, if the provisions for distribution are held to be invalid or the plan does not contain provisions for distribution, shall be distributed to and become the property of the Board of Regents of the University System of Georgia, to be used for educational purposes. The trustee appointed under this Code section must be a bank or trust company located in the State of Georgia.

(d) Any money or other property held by the trustee which is not claimed by the registered holder within six years from the date of the transfer to the trustee shall be distributed to the persons and in the manner provided in the plan previously adopted or, if the provisions for distribution are held to be invalid or the plan does not contain provisions for distribution, shall be distributed to and become the property of the Board of Regents of the University System of Georgia, to be used for educational purposes. The trustee appointed under this Code section must be a bank or trust company located in the State of Georgia.

(e) The procedures specified in subsections (b) through (d) of this Code section shall not be exclusive of other procedures, not otherwise inconsistent with law, specified in the articles of incorporation, including an amendment of the articles of incorporation adopted by the board of directors establishing and designating a series of preferred shares and fixing and determining the relative rights and preferences of a series of preferred shares, or in the instruments governing any other securities, with respect to the redemption of the securities, and, upon compliance by a corporation with any of those procedures, the shares or other securities shall be deemed as of the date provided in those procedures to have been redeemed, canceled, and no longer to be outstanding, regardless of whether the holders thereof shall have taken the steps provided in this Code section.

(e) The procedures specified in subsections (b) through (d) of this Code section shall not be exclusive of other procedures, not otherwise inconsistent with law, specified in the articles of incorporation, including an amendment of the articles of incorporation adopted by the board of directors establishing and designating a series of preferred shares and fixing and determining the relative rights and preferences of a series of preferred shares, or in the instruments governing any other securities, with respect to the redemption of the securities, and, upon compliance by a corporation with any of those procedures, the shares or other securities shall be deemed as of the date provided in those procedures to have been redeemed, canceled, and no longer to be outstanding, regardless of whether the holders thereof shall have taken the steps provided in this Code section.
O.C.G.A. § 14-11-601-1 — GA Code / Title 14 / Chapter 11 / Section 14-11-601-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-601.1
Status: in_force

(a) This Code section is effective for limited liability companies formed on or after July 1, 1999.

(a) This Code section is effective for limited liability companies formed on or after July 1, 1999.

(b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events: (1) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ; (2) The member is removed as a member: (A) In accordance with the articles of organization or a written operating agreement; or (B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests; (3) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company; (4) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties; (5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or (6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual: (A) On the date of his or her death; or (B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(b) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:

(1) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ;

(1) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502 ;

(2) The member is removed as a member: (A) In accordance with the articles of organization or a written operating agreement; or (B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(2) The member is removed as a member:

(A) In accordance with the articles of organization or a written operating agreement; or

(A) In accordance with the articles of organization or a written operating agreement; or

(B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(B) Subject to contrary provision in the articles of organization or in a written operating agreement, when the member assigns all of his or her limited liability company interest, by an affirmative vote of a majority in number of the members who have not assigned all of their limited liability company interests;

(3) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company;

(3) The member's entire interest in the limited liability company is purchased or redeemed by the limited liability company;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, the member (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 the member 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 the member in any proceeding of this nature; or (F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;

(5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or

(5) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, if within 120 days after the commencement of any proceeding against the member 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 or her consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any stay, the appointment is not vacated; or

(6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual: (A) On the date of his or her death; or (B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(6) Subject to contrary provision in the articles of organization or a written operating agreement, or written consent of all other members at the time, in the case of a member who is an individual:

(A) On the date of his or her death; or

(A) On the date of his or her death; or

(B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(B) On the date of the entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or his or her property.

(c) The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

(c) The articles of organization or a written operating agreement may provide for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

(d) Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company.

(d) Except as otherwise provided in the articles of organization or a written operating agreement, a member may not withdraw from the limited liability company.
O.C.G.A. § 14-2-151 — GA Code / Title 14 / Chapter 2 / Section 14-2-151
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-151
Status: in_force

(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest: (1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be; (2) That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and (3) That the execution of the document on behalf of the corporation has been duly authorized.

(a) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:

(1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;

(1) That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;

(2) That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and

(2) That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and

(3) That the execution of the document on behalf of the corporation has been duly authorized.

(3) That the execution of the document on behalf of the corporation has been duly authorized.

(b) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, execution by the president or vice-president of the corporation, attested by the secretary or assistant secretary of the corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest: (1) That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and (2) That the execution of the document on behalf of the corporation has been duly authorized.

(b) With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, execution by the president or vice-president of the corporation, attested by the secretary or assistant secretary of the corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:

(1) That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and

(1) That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and

(2) That the execution of the document on behalf of the corporation has been duly authorized.

(2) That the execution of the document on behalf of the corporation has been duly authorized.

(c) When the seal of a corporation or the facsimile thereof is affixed to any document, or where a document is executed by the president or a vice-president of a corporation, and in either case is attested by the secretary or assistant secretary of that corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.

(c) When the seal of a corporation or the facsimile thereof is affixed to any document, or where a document is executed by the president or a vice-president of a corporation, and in either case is attested by the secretary or assistant secretary of that corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.

(d) The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.

(d) The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
O.C.G.A. § 14-9-109 — GA Code / Title 14 / Chapter 9 / Section 14-9-109
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-109
Status: in_force

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.
O.C.G.A. § 14-3-1302 — GA Code / Title 14 / Chapter 3 / Section 14-3-1302
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1302
Status: in_force

(a) Payments to any of the following are not unlawful distributions: (1) Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation; (2) Organizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual; or (3) A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia.

(a) Payments to any of the following are not unlawful distributions:

(1) Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation;

(1) Organizations whether or not incorporated that are organized and operated for the same or similar purposes as the distributing corporation;

(2) Organizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual; or

(2) Organizations whether or not incorporated that are organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual; or

(3) A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia.

(3) A state or possession of the United States, or any political subdivision of any of the foregoing, or the United States or the District of Columbia.

(b) Except for charitable corporations, a corporation may repurchase a membership for the consideration that the member paid for his or her membership or return a portion of a membership fee to a withdrawing member if, after the purchase or return is completed: (1) The corporation would be able to pay its debts as they become due in the normal course of business; and (2) The corporation's total assets would at least equal the sum of its liabilities.

(b) Except for charitable corporations, a corporation may repurchase a membership for the consideration that the member paid for his or her membership or return a portion of a membership fee to a withdrawing member if, after the purchase or return is completed:

(1) The corporation would be able to pay its debts as they become due in the normal course of business; and

(1) The corporation would be able to pay its debts as they become due in the normal course of business; and

(2) The corporation's total assets would at least equal the sum of its liabilities.

(2) The corporation's total assets would at least equal the sum of its liabilities.

(c) Payments of indemnification or reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation are not unlawful distributions.

(c) Payments of indemnification or reasonable compensation, fees, or expenses incurred in the performance of duties on behalf of the corporation are not unlawful distributions.
O.C.G.A. § 14-2-1530 — GA Code / Title 14 / Chapter 2 / Section 14-2-1530
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1530
Status: in_force

The Secretary of State may commence a proceeding under Code Section 14-2-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(1) The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;

(1) The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;

(2) The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;

(2) The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;

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

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

(4) The foreign corporation does not inform the Secretary of State under Code Section 14-2-1508 or 14-2-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;

(4) The foreign corporation does not inform the Secretary of State under Code Section 14-2-1508 or 14-2-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;

(5) An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or

(5) An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or

(6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
O.C.G.A. § 14-2-1506 — GA Code / Title 14 / Chapter 2 / Section 14-2-1506
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1506
Status: reserved

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-2-401 or 14-2-1803 , the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or the name of its state of incorporation to its corporate name for use in this state; or (2) May use a fictitious or trade name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious or trade name.

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Code Section 14-2-401 or 14-2-1803 , the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:

(1) May add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or the name of its state of incorporation to its corporate name for use in this state; or

(1) May add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or the name of its state of incorporation to its corporate name for use in this state; or

(2) May use a fictitious or trade name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious or trade name.

(2) May use a fictitious or trade name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious or trade name.

(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name (including a fictitious name) of a foreign corporation 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; and (5) The name of a limited partnership or professional association filed with the Secretary of State.

(b) Except as authorized by subsections (c) and (d) of this Code section, a corporate name (including a fictitious name) of a foreign corporation 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; and

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

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

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

(c) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if the other corporation 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 foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if the other corporation 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 foreign 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 foreign corporation has merged with the other corporation; (2) The foreign 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 foreign 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 foreign corporation has merged with the other corporation;

(1) The foreign corporation has merged with the other corporation;

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

(2) The foreign 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) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Code Section 14-2-401 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of Code Section 14-2-401 and obtains an amended certificate of authority under Code Section 14-2-1504 .

(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Code Section 14-2-401 , it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of Code Section 14-2-401 and obtains an amended certificate of authority under Code Section 14-2-1504 .
O.C.G.A. § 14-4-60 — GA Code / Title 14 / Chapter 4 / Section 14-4-60
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-60
Status: in_force

All corporations have the right to sue and be sued, to have and use a common seal, to make bylaws binding on their own members not inconsistent with the laws of this state and of the United States, to receive donations by gift or will, to purchase and hold such property, real or personal, as is necessary to the purpose of their organization, and to do all such acts as are necessary for the legitimate execution of this purpose.
O.C.G.A. § 14-4-21 — GA Code / Title 14 / Chapter 4 / Section 14-4-21
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-4-21
Status: in_force

Every banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporation shall have such number of directors, not less than three, as may be provided by its charter, any amendment thereto granted prior to April 1, 1969, or thereafter, or by its bylaws in the absence of any such charter provision. The effect of this Code section shall be that all actions taken prior to April 1, 1969, by the board of directors of any such corporation shall be valid and binding for all purposes as if this Code section had been enacted before such action was taken and as if such board of directors had been constituted as provided by this Code section.
O.C.G.A. § 14-2-1330 — GA Code / Title 14 / Chapter 2 / Section 14-2-1330
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1330
Status: in_force

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(a) If a demand for payment under Code Section 14-2-1327 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a corporation's registered office is located. If the surviving corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(b) The corporation shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a corporation's registered office is located. If the surviving corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

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

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

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

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

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

(e) Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus interest to the date of judgment.
O.C.G.A. § 14-11-304 — GA Code / Title 14 / Chapter 11 / Section 14-11-304
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-304
Status: in_force

(a) Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto. The articles of organization or a written operating agreement may contain any provision relating to any phase of managing the business or regulating the affairs of the limited liability company.

(a) Unless the articles of organization or a written operating agreement vests management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall be vested in the members, and, subject to any provisions in the articles of organization or a written operating agreement, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto. The articles of organization or a written operating agreement may contain any provision relating to any phase of managing the business or regulating the affairs of the limited liability company.

(b) If the articles of organization or a written operating agreement vests management of the limited liability company in one or more managers, then such persons shall have such right and authority to manage the business and affairs of the limited liability company as is provided in the articles of organization or a written operating agreement. Unless otherwise provided in the articles of organization or a written operating agreement, such persons: (1) Shall be designated, appointed, elected, removed, or replaced by the approval of more than one half by number of the members; (2) Need not be members of the limited liability company or natural persons; and (3) Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.

(b) If the articles of organization or a written operating agreement vests management of the limited liability company in one or more managers, then such persons shall have such right and authority to manage the business and affairs of the limited liability company as is provided in the articles of organization or a written operating agreement. Unless otherwise provided in the articles of organization or a written operating agreement, such persons:

(1) Shall be designated, appointed, elected, removed, or replaced by the approval of more than one half by number of the members;

(1) Shall be designated, appointed, elected, removed, or replaced by the approval of more than one half by number of the members;

(2) Need not be members of the limited liability company or natural persons; and

(2) Need not be members of the limited liability company or natural persons; and

(3) Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.

(3) Unless they have been earlier removed or have earlier resigned, shall hold office until their successors shall have been elected and qualified.

(c) A written operating agreement may provide that (1) a member or manager who fails to perform in accordance with, or to comply with the terms and conditions of, the written operating agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in a written operating agreement, a member or manager shall be subject to specified penalties or specified consequences.

(c) A written operating agreement may provide that (1) a member or manager who fails to perform in accordance with, or to comply with the terms and conditions of, the written operating agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in a written operating agreement, a member or manager shall be subject to specified penalties or specified consequences.

(d) A person who is both a manager and member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in the articles of organization or a written operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of his or her participation in the limited liability company as a member.

(d) A person who is both a manager and member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in the articles of organization or a written operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of his or her participation in the limited liability company as a member.
O.C.G.A. § 14-2-122 — GA Code / Title 14 / Chapter 2 / Section 14-2-122
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-122
Status: in_force

The Secretary of State shall collect the following fees and penalties when the documents described in this Code section are delivered to him or her for filing:

Document

Fee

(1) Articles of incorporation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․$ 100.00

(2) Application for certificate of authority․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․225.00

(3) 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 judicial dissolution․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․No fee

(7) Articles of dissolution or intent to dissolve․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․No fee

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

․․․․․No fee

(9) Application for reservation of a corporate name․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․25.00

(10) Civil penalty for a foreign corporation transacting business in this state without a certificate of authority

․․․․․500.00

(11) Statement of change of address of registered agent․․․$5.00 per corporation but not less than

․․․․․․20.00

(12) Application for reinstatement․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․250.00

(13) Certificate of conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․95.00

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

․․․․․․20.00
O.C.G.A. § 14-2-625 — GA Code / Title 14 / Chapter 2 / Section 14-2-625
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-625
Status: in_force

(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, there shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, there shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

(b) At a minimum each share certificate must state on its face: (1) The name of the issuing corporation and that it is organized under the law of this state; (2) The name of the person to whom issued; and (3) The number and class of shares and the designation of the series, if any, the certificate represents.

(b) At a minimum each share certificate must state on its face:

(1) The name of the issuing corporation and that it is organized under the law of this state;

(1) The name of the issuing corporation and that it is organized under the law of this state;

(2) The name of the person to whom issued; and

(2) The name of the person to whom issued; and

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, a reference on the certificate to the state of incorporation shall be deemed to be a reference to the articles of incorporation and its provisions governing the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series). Alternatively, each certificate may describe the designations, relative rights, preferences, and limitations, or may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, a reference on the certificate to the state of incorporation shall be deemed to be a reference to the articles of incorporation and its provisions governing the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series). Alternatively, each certificate may describe the designations, relative rights, preferences, and limitations, or may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(d) Each share certificate: (1) Must be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors; and (2) May bear the corporate seal or its facsimile. If the certificate is signed in facsimile, then it must be countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. The transfer agent or registrar may sign either manually or by facsimile.

(d) Each share certificate:

(1) Must be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors; and

(1) Must be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors; and

(2) May bear the corporate seal or its facsimile.

(2) May bear the corporate seal or its facsimile.

If the certificate is signed in facsimile, then it must be countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. The transfer agent or registrar may sign either manually or by facsimile.

(e) If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.

(e) If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.

(f) No certificate valid when issued shall cease to be valid by reason of any changes in the information required or permitted to be stated on the certificate and, in the event of a change in the capital structure of a corporation, it shall not be necessary to recall any previously issued share certificate for revision of the information placed thereon pursuant to this Code section.

(f) No certificate valid when issued shall cease to be valid by reason of any changes in the information required or permitted to be stated on the certificate and, in the event of a change in the capital structure of a corporation, it shall not be necessary to recall any previously issued share certificate for revision of the information placed thereon pursuant to this Code section.
O.C.G.A. § 14-3-1601 — GA Code / Title 14 / Chapter 3 / Section 14-3-1601
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1601
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.

(b) A corporation shall maintain appropriate accounting records.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
O.C.G.A. § 14-3-844 — GA Code / Title 14 / Chapter 3 / Section 14-3-844
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-844
Status: in_force

(a) The appointment of an officer does not itself create contract rights.

(a) The appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
O.C.G.A. § 14-3-1520 — GA Code / Title 14 / Chapter 3 / Section 14-3-1520
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1520
Status: in_force

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-3-1106 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section 14-3-1106 and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation at the mailing address set forth under subsection (b) of this Code section.
O.C.G.A. § 14-8-50 — GA Code / Title 14 / Chapter 8 / Section 14-8-50
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-50
Status: in_force

(a) A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.

(a) A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.

(b) A foreign limited liability 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 foreign limited liability partnership and the name of the jurisdiction under whose laws 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; (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 subsection may be mailed under subsection (c) of this Code section; and (5) A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this subsection.

(b) A foreign limited liability 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 foreign limited liability partnership and the name of the jurisdiction under whose laws it is organized;

(1) The name of the foreign limited liability partnership and the name of the jurisdiction under whose laws 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 subsection may be mailed under subsection (c) of this Code section; and

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

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

(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 subsection.

(c) After the withdrawal of the foreign limited liability partnership is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability partnership at the mailing address provided pursuant to subsection (b) of this Code section.

(c) After the withdrawal of the foreign limited liability partnership is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability partnership at the mailing address provided pursuant to subsection (b) of this Code section.