O.C.G.A. § 14-3-703 — GA Code / Title 14 / Chapter 3 / Section 14-3-703
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-703
Status: in_force

(a) The superior court may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a charitable corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; (2) On application of any member or other person entitled to participate in a regular meeting, or, in the case of a charitable corporation, the Attorney General, if a regular meeting is not held within 30 days after the date it was required to be held; or (3) On application of a member who signed a demand for a special meeting valid under Code Section 14-3-702 , a person or persons entitled to call a special meeting, or, in the case of a charitable corporation, the Attorney General, if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or (B) The special meeting was not held in accordance with the notice.

(a) The superior court may summarily order a meeting to be held:

(1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a charitable corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting;

(1) On application of any member or other person entitled to participate in an annual meeting, or, in the case of a charitable corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting;

(2) On application of any member or other person entitled to participate in a regular meeting, or, in the case of a charitable corporation, the Attorney General, if a regular meeting is not held within 30 days after the date it was required to be held; or

(2) On application of any member or other person entitled to participate in a regular meeting, or, in the case of a charitable corporation, the Attorney General, if a regular meeting is not held within 30 days after the date it was required to be held; or

(3) On application of a member who signed a demand for a special meeting valid under Code Section 14-3-702 , a person or persons entitled to call a special meeting, or, in the case of a charitable corporation, the Attorney General, if: (A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or (B) The special meeting was not held in accordance with the notice.

(3) On application of a member who signed a demand for a special meeting valid under Code Section 14-3-702 , a person or persons entitled to call a special meeting, or, in the case of a charitable corporation, the Attorney General, if:

(A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

(A) Notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or

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

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

(b) After notice to the corporation, the court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(b) After notice to the corporation, the court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(c) If the court orders a meeting, it may also order the corporation to pay the member's or other person's costs (including reasonable attorney's fees) incurred to obtain the order.

(c) If the court orders a meeting, it may also order the corporation to pay the member's or other person's costs (including reasonable attorney's fees) incurred to obtain the order.
O.C.G.A. § 14-2-1105 — GA Code / Title 14 / Chapter 2 / Section 14-2-1105
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1105
Status: in_force

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required, a statement to that effect; and (3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:

(1) The plan of merger or share exchange;

(1) The plan of merger or share exchange;

(2) If shareholder approval was not required, a statement to that effect; and

(2) If shareholder approval was not required, a statement to that effect; and

(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(b) In lieu of filing articles of merger or share exchange that set forth the plan of merger or share exchange, the surviving or acquiring corporation may file a certificate of merger or share exchange which sets forth: (1) The name and state of incorporation of each corporation which is merging or engaging in a share exchange and, in the case of a merger, the name of the surviving corporation into which each other corporation is merging; (2) In the case of a merger, any amendments to the articles of incorporation of the surviving corporation; (3) That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or exchanging corporation, stating the address thereof; (4) That a copy of the plan of merger or share exchange will be furnished by the surviving or exchanging corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger or whose shares are involved in the share exchange; (5) If shareholder approval was not required, a statement to that effect; and (6) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(b) In lieu of filing articles of merger or share exchange that set forth the plan of merger or share exchange, the surviving or acquiring corporation may file a certificate of merger or share exchange which sets forth:

(1) The name and state of incorporation of each corporation which is merging or engaging in a share exchange and, in the case of a merger, the name of the surviving corporation into which each other corporation is merging;

(1) The name and state of incorporation of each corporation which is merging or engaging in a share exchange and, in the case of a merger, the name of the surviving corporation into which each other corporation is merging;

(2) In the case of a merger, any amendments to the articles of incorporation of the surviving corporation;

(2) In the case of a merger, any amendments to the articles of incorporation of the surviving corporation;

(3) That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or exchanging corporation, stating the address thereof;

(3) That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or exchanging corporation, stating the address thereof;

(4) That a copy of the plan of merger or share exchange will be furnished by the surviving or exchanging corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger or whose shares are involved in the share exchange;

(4) That a copy of the plan of merger or share exchange will be furnished by the surviving or exchanging corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger or whose shares are involved in the share exchange;

(5) If shareholder approval was not required, a statement to that effect; and

(5) If shareholder approval was not required, a statement to that effect; and

(6) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(6) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.

(c) Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles or certificate of merger or share exchange is filed.

(c) Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles or certificate of merger or share exchange is filed.
O.C.G.A. § 14-11-609 — GA Code / Title 14 / Chapter 11 / Section 14-11-609
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-609
Status: in_force

A limited liability company seeking to publish a request for claims described in Code Section 14-11-608 shall mail or deliver to the publisher of a newspaper that is the official organ of the county where the registered office of the limited liability company is located, or that is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, a request to publish the request for claims. The request for publication of the request for claims shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper.
O.C.G.A. § 14-11-1108 — GA Code / Title 14 / Chapter 11 / Section 14-11-1108
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1108
Status: in_force

(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. If a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under the immediately preceding sentence at the earliest of: (1) The date the limited liability company receives the mail; (2) The date shown on the return receipt, if signed on behalf of the limited liability company; or (3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed. This subsection does not prescribe the only means, or necessarily the required means, of serving a limited liability company.

(a) A limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. If a limited liability company has no registered agent or the agent cannot with reasonable diligence be served, the limited liability company may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the limited liability company at its principal office. Service is perfected under the immediately preceding sentence at the earliest of:

(1) The date the limited liability company receives the mail;

(1) The date the limited liability company receives the mail;

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

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

(3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(3) Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

This subsection does not prescribe the only means, or necessarily the required means, of serving a limited liability company.

(b) Venue in proceedings against a limited liability company or foreign limited liability company shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect on March 1, 1994, or thereafter. For purposes of determining venue, the residence of a limited liability company or foreign limited liability company shall be determined in accordance with Code Section 14-2-510 as though such limited liability company or foreign limited liability company were a corporation.

(b) Venue in proceedings against a limited liability company or foreign limited liability company shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect on March 1, 1994, or thereafter. For purposes of determining venue, the residence of a limited liability company or foreign limited liability company shall be determined in accordance with Code Section 14-2-510 as though such limited liability company or foreign limited liability company were a corporation.
O.C.G.A. § 14-10-7 — GA Code / Title 14 / Chapter 10 / Section 14-10-7
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-7
Status: in_force

(a) This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate.

(a) This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate.

(b) Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.

(b) Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.
O.C.G.A. § 14-2-720 — GA Code / Title 14 / Chapter 2 / Section 14-2-720
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-720
Status: in_force

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder. Nothing contained in this Code section shall require the corporation to include e-mail addresses or other information for delivery of electronic transmissions on such list.

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group and within each voting group by class or series of shares and show the address of and number of shares held by each shareholder. Nothing contained in this Code section shall require the corporation to include e-mail addresses or other information for delivery of electronic transmissions on such list.

(b) The shareholders' list must be available for inspection by any shareholder, his or her agent, or his or her attorney: (1) On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting upon request; or (2) During ordinary business hours at the principal place of business of the corporation. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. If the meeting is to be held in person, then the list shall be produced and kept at the time and place of the meeting during the duration of the meeting and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the duration of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

(b) The shareholders' list must be available for inspection by any shareholder, his or her agent, or his or her attorney:

(1) On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting upon request; or

(1) On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting upon request; or

(2) During ordinary business hours at the principal place of business of the corporation.

(2) During ordinary business hours at the principal place of business of the corporation.

In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. If the meeting is to be held in person, then the list shall be produced and kept at the time and place of the meeting during the duration of the meeting and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the duration of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

(c) If the corporation refuses to allow a shareholder, his agent, or his attorney to inspect the shareholders' list at the meeting, the superior court of the county where a corporation's registered office is located, on application of the shareholder, may summarily order the inspection at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection is complete.

(c) If the corporation refuses to allow a shareholder, his agent, or his attorney to inspect the shareholders' list at the meeting, the superior court of the county where a corporation's registered office is located, on application of the shareholder, may summarily order the inspection at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection is complete.

(d) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

(d) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
O.C.G.A. § 14-3-1421 — GA Code / Title 14 / Chapter 3 / Section 14-3-1421
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1421
Status: in_force

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, the Secretary of State shall provide the corporation with written notice of the Secretary's determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent.

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-3-1420 for dissolving a corporation, the Secretary of State shall provide the corporation with written notice of the Secretary's determination by mailing a copy of the notice, first-class mail, to the corporation at the last known address of its principal office or to the registered agent.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406 . Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 , respectively.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Code Section 14-3-1406 . Winding up the business of a corporation that has been administratively dissolved may include the corporation's proceeding, at any time after the effective date of the administrative dissolution, (1) in accordance with Code Section 14-3-1407 to notify known claimants, and (2) to mail or deliver, with accompanying payment of the cost of publication, a notice containing the information specified in subsection (b) of Code Section 14-3-1408 for publication. Upon such notice, claims against the administratively dissolved corporation will be limited as specified in Code Sections 14-3-1407 and 14-3-1408 , respectively.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
O.C.G.A. § 14-2-723 — GA Code / Title 14 / Chapter 2 / Section 14-2-723
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-723
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

(b) The procedure may set forth: (1) The types of nominees to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial owner; (3) The manner in which the procedure is selected by the nominee; (4) The information that must be provided when the procedure is selected; (5) The period for which selection of the procedure is effective; and (6) Other aspects of the rights and duties created.

(b) The procedure may set forth:

(1) The types of nominees to which it applies;

(1) The types of nominees to which it applies;

(2) The rights or privileges that the corporation recognizes in a beneficial owner;

(2) The rights or privileges that the corporation recognizes in a beneficial owner;

(3) The manner in which the procedure is selected by the nominee;

(3) The manner in which the procedure is selected by the nominee;

(4) The information that must be provided when the procedure is selected;

(4) The information that must be provided when the procedure is selected;

(5) The period for which selection of the procedure is effective; and

(5) The period for which selection of the procedure is effective; and

(6) Other aspects of the rights and duties created.

(6) Other aspects of the rights and duties created.
O.C.G.A. § 14-2-1503 — GA Code / Title 14 / Chapter 2 / Section 14-2-1503
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1503
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-2-1506 ; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation; (4) The mailing address of its principal office; (5) The address of its registered office in this state and the name of its registered agent at that office; and (6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

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

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-2-1506 ;

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Code Section 14-2-1506 ;

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

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

(3) Its date of incorporation;

(3) Its date of incorporation;

(4) The mailing address of its principal office;

(4) The mailing address of its principal office;

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

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

(6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

(6) The names and respective business addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
O.C.G.A. § 14-7-5 — GA Code / Title 14 / Chapter 7 / Section 14-7-5
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-7-5
Status: in_force

(a) Shares in a professional corporation may only be issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized and who, unless disabled, is actively engaged in such practice as an active practicing member of the issuing corporation, except as otherwise permitted under this Code section. Each stock certificate shall be appropriately endorsed disclosing this restriction and stating that shares standing in the name of a disqualified or retired person, or in the name of the personal representative of a deceased person, except during the holding period provided in this Code section, are void.

(a) Shares in a professional corporation may only be issued to, held by, or transferred to a person who is licensed to practice the profession for which the corporation is organized and who, unless disabled, is actively engaged in such practice as an active practicing member of the issuing corporation, except as otherwise permitted under this Code section. Each stock certificate shall be appropriately endorsed disclosing this restriction and stating that shares standing in the name of a disqualified or retired person, or in the name of the personal representative of a deceased person, except during the holding period provided in this Code section, are void.

(b) Shares in a professional corporation shall be voted by the holder of record or by another shareholder in the same corporation in accordance with a proxy or an agreement providing for the voting of the shares.

(b) Shares in a professional corporation shall be voted by the holder of record or by another shareholder in the same corporation in accordance with a proxy or an agreement providing for the voting of the shares.

(c) Shares in a professional corporation held by a deceased or retired shareholder shall, within six months after the date of death or retirement of such shareholder, be either redeemed or canceled by the corporation or transferred to a person or persons authorized to hold the shares unless transferred under a written agreement to an authorized shareholder pursuant to subsection (d) of this Code section. The shares held by a shareholder who becomes legally disqualified from practicing the profession for which the corporation is organized or who is disqualified as a shareholder under subsection (a) of this Code section shall be so redeemed, canceled, or transferred within 90 days after the disqualification becomes final. In the absence of an article or bylaw provision or an agreement providing for the redemption or transfer of such shares or, if the shares are not redeemed or transferred pursuant to such a provision or agreement within the required period of time, the corporation is authorized to and shall cancel the shares on its books at the termination of the required period. If valuation and payment terms are not fixed under such an existing provision or agreement and are not agreed upon either prior to or at any time after the termination of the required period, the fair value of the redeemed or canceled shares shall be determined and paid in the same manner as if the personal representative of the deceased shareholder, or the retired or disqualified shareholder, were a shareholder entitled to valuation and payment for his shares under Code Section 14-2-1327 . The personal representative of the deceased shareholder, or the retired or disqualified shareholder, shall not be authorized at any time to participate in or vote on any matter concerning the rendering of professional services by the corporation. Upon the actual transfer or redemption or termination of the required holding period, whichever first occurs, the personal representative of the deceased shareholder, or the retired or disqualified shareholder, shall cease to be a holder of record for all purposes and shall deliver the share certificates to the purchaser or to the corporation with any required endorsement.

(c) Shares in a professional corporation held by a deceased or retired shareholder shall, within six months after the date of death or retirement of such shareholder, be either redeemed or canceled by the corporation or transferred to a person or persons authorized to hold the shares unless transferred under a written agreement to an authorized shareholder pursuant to subsection (d) of this Code section. The shares held by a shareholder who becomes legally disqualified from practicing the profession for which the corporation is organized or who is disqualified as a shareholder under subsection (a) of this Code section shall be so redeemed, canceled, or transferred within 90 days after the disqualification becomes final. In the absence of an article or bylaw provision or an agreement providing for the redemption or transfer of such shares or, if the shares are not redeemed or transferred pursuant to such a provision or agreement within the required period of time, the corporation is authorized to and shall cancel the shares on its books at the termination of the required period. If valuation and payment terms are not fixed under such an existing provision or agreement and are not agreed upon either prior to or at any time after the termination of the required period, the fair value of the redeemed or canceled shares shall be determined and paid in the same manner as if the personal representative of the deceased shareholder, or the retired or disqualified shareholder, were a shareholder entitled to valuation and payment for his shares under Code Section 14-2-1327 . The personal representative of the deceased shareholder, or the retired or disqualified shareholder, shall not be authorized at any time to participate in or vote on any matter concerning the rendering of professional services by the corporation. Upon the actual transfer or redemption or termination of the required holding period, whichever first occurs, the personal representative of the deceased shareholder, or the retired or disqualified shareholder, shall cease to be a holder of record for all purposes and shall deliver the share certificates to the purchaser or to the corporation with any required endorsement.

(d) Shares held in a professional corporation and owned by a shareholder may be transferred under a written agreement to an authorized shareholder which allows the shares to remain outstanding provided that the shares are collateral under a security agreement for the purchase price of the shares. In the event that the purchase price is not paid and the shares held as collateral are returned to the selling shareholder, the selling shareholder shall have a reasonable period of time, not to exceed one year after the return of the shares, to transfer the shares to an authorized shareholder. During that period the shareholder, if an active or inactive member of his profession, may vote the shares.

(d) Shares held in a professional corporation and owned by a shareholder may be transferred under a written agreement to an authorized shareholder which allows the shares to remain outstanding provided that the shares are collateral under a security agreement for the purchase price of the shares. In the event that the purchase price is not paid and the shares held as collateral are returned to the selling shareholder, the selling shareholder shall have a reasonable period of time, not to exceed one year after the return of the shares, to transfer the shares to an authorized shareholder. During that period the shareholder, if an active or inactive member of his profession, may vote the shares.

(e) If a professional corporation at any time ceases to have a shareholder licensed or otherwise authorized to practice and actually practicing, the profession for which the corporation is organized, or if a professional corporation does not redeem, cancel, or transfer the shares of a disqualified, retired, or deceased person in accordance with this Code section, the corporation shall cease to be a professional corporation and shall operate as a corporation for profit organized under Chapter 2 of this title for the sole purpose of liquidation. The corporation may at any time after it ceases to be a professional corporation change its purpose by amending its articles.

(e) If a professional corporation at any time ceases to have a shareholder licensed or otherwise authorized to practice and actually practicing, the profession for which the corporation is organized, or if a professional corporation does not redeem, cancel, or transfer the shares of a disqualified, retired, or deceased person in accordance with this Code section, the corporation shall cease to be a professional corporation and shall operate as a corporation for profit organized under Chapter 2 of this title for the sole purpose of liquidation. The corporation may at any time after it ceases to be a professional corporation change its purpose by amending its articles.
O.C.G.A. § 14-2-851 — GA Code / Title 14 / Chapter 2 / Section 14-2-851
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-851
Status: in_force

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) Such individual conducted himself or herself in good faith; and (2) Such individual reasonably believed: (A) In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:

(1) Such individual conducted himself or herself in good faith; and

(1) Such individual conducted himself or herself in good faith; and

(2) Such individual reasonably believed: (A) In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (B) In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (C) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

(2) Such individual reasonably believed:

(A) In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;

(A) In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;

(B) In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and

(B) In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and

(C) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

(C) In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.

(b) A director's conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.

(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.

(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.

(d) A corporation may not indemnify a director under this Code section: (1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or (2) In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

(d) A corporation may not indemnify a director under this Code section:

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or

(2) In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

(2) In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.
O.C.G.A. § 14-8-62 — GA Code / Title 14 / Chapter 8 / Section 14-8-62
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-62
Status: in_force

(a) To become and to continue as a limited liability partnership, a partnership shall record in the office of the clerk of the superior court of any county in which the partnership has an office a limited liability partnership election. Such election shall be recorded by such clerk in a book to be kept for that purpose, which may be the book in which are recorded statements of partnership recorded pursuant to Code Section 14-8-10.1 , and open to public inspection. As a prerequisite to such filing, the clerk of each such registry may collect a fee in the amount of the fee then allowed for the filing of statements of partnership. A limited liability partnership election shall state: (1) The name of the partnership, which must comply with Code Section 14-8-63 ; (2) The business, profession, or other activity in which the partnership engages; (3) That the partnership thereby elects to be a limited liability partnership; (4) That such election has been duly authorized; and (5) Any other matters the partnership determines to include therein.

(a) To become and to continue as a limited liability partnership, a partnership shall record in the office of the clerk of the superior court of any county in which the partnership has an office a limited liability partnership election. Such election shall be recorded by such clerk in a book to be kept for that purpose, which may be the book in which are recorded statements of partnership recorded pursuant to Code Section 14-8-10.1 , and open to public inspection. As a prerequisite to such filing, the clerk of each such registry may collect a fee in the amount of the fee then allowed for the filing of statements of partnership. A limited liability partnership election shall state:

(1) The name of the partnership, which must comply with Code Section 14-8-63 ;

(1) The name of the partnership, which must comply with Code Section 14-8-63 ;

(2) The business, profession, or other activity in which the partnership engages;

(2) The business, profession, or other activity in which the partnership engages;

(3) That the partnership thereby elects to be a limited liability partnership;

(3) That the partnership thereby elects to be a limited liability partnership;

(4) That such election has been duly authorized; and

(4) That such election has been duly authorized; and

(5) Any other matters the partnership determines to include therein.

(5) Any other matters the partnership determines to include therein.

(b) Subject to any contrary agreement among the partners, the election shall be executed by a majority of the partners or by one or more partners authorized to execute an election.

(b) Subject to any contrary agreement among the partners, the election shall be executed by a majority of the partners or by one or more partners authorized to execute an election.

(c) A partnership becomes a limited liability partnership at the time of the recording of the election or at such later date or time, if any, as is stated in the election and continues to be a limited liability partnership until a cancellation of limited liability partnership election, which states that it has been duly authorized, is: (1) Subject to any contrary agreement among the partners, executed by a majority of the partners or by one or more partners authorized to execute such a cancellation; and (2) Recorded in the office of the clerk of the superior court of each county in which the partnership recorded a limited liability partnership election.

(c) A partnership becomes a limited liability partnership at the time of the recording of the election or at such later date or time, if any, as is stated in the election and continues to be a limited liability partnership until a cancellation of limited liability partnership election, which states that it has been duly authorized, is:

(1) Subject to any contrary agreement among the partners, executed by a majority of the partners or by one or more partners authorized to execute such a cancellation; and

(1) Subject to any contrary agreement among the partners, executed by a majority of the partners or by one or more partners authorized to execute such a cancellation; and

(2) Recorded in the office of the clerk of the superior court of each county in which the partnership recorded a limited liability partnership election.

(2) Recorded in the office of the clerk of the superior court of each county in which the partnership recorded a limited liability partnership election.

(d) The status of a partnership as a limited liability partnership shall not be affected by changes, after the recording of a limited liability partnership election, in the information stated in the election.

(d) The status of a partnership as a limited liability partnership shall not be affected by changes, after the recording of a limited liability partnership election, in the information stated in the election.

(e) The fact that a limited liability partnership election has been recorded as required by this Code section is notice that the partnership is a limited liability partnership.

(e) The fact that a limited liability partnership election has been recorded as required by this Code section is notice that the partnership is a limited liability partnership.

(f) If a limited liability partnership is dissolved and its business continued without liquidation of the partnership's affairs, the new partnership shall succeed to the old partnership's election to become a limited liability partnership and shall continue to be a limited liability partnership until cancellation of such election.

(f) If a limited liability partnership is dissolved and its business continued without liquidation of the partnership's affairs, the new partnership shall succeed to the old partnership's election to become a limited liability partnership and shall continue to be a limited liability partnership until cancellation of such election.

(g) A limited partnership organizing under or subject to Chapter 9 of this title may become and continue as a limited liability partnership if its certificate of limited partnership specifies a name which complies with subsection (b) of Code Section 14-8-63 and otherwise complies with the name requirements of Code Section 14-9-102 and includes in its certificate of limited partnership a statement that the limited partnership is a limited liability partnership. Subject to any contrary agreement among the partners, an amendment to become a limited liability partnership by an existing limited partnership shall be approved by all of the partners. A limited partnership becomes a limited liability partnership at the time its certificate which complies with the foregoing provisions of this subsection becomes effective and continues to be a limited liability partnership until its certificate of limited partnership is amended to remove the statement that such limited partnership is a limited liability partnership and so that its name no longer contains the words “limited liability limited partnership,” or the abbreviation “L.L.L.P.,” or the designation “LLLP.” The fact that the certificate of limited partnership of a limited partnership has been amended as set forth in this subsection is notice that the limited partnership is a limited liability partnership. If a limited partnership that is a limited liability partnership is dissolved and its business continued without liquidation of the limited partnership's affairs, the new limited partnership shall continue to be a limited liability partnership until its certificate of limited partnership is amended as provided in this subsection. A limited partnership that becomes a limited liability partnership pursuant to this subsection shall otherwise remain subject to Chapter 9 of this title, including, without limitation, the annual registration provisions of Code Section 14-9-206.5 .

(g) A limited partnership organizing under or subject to Chapter 9 of this title may become and continue as a limited liability partnership if its certificate of limited partnership specifies a name which complies with subsection (b) of Code Section 14-8-63 and otherwise complies with the name requirements of Code Section 14-9-102 and includes in its certificate of limited partnership a statement that the limited partnership is a limited liability partnership. Subject to any contrary agreement among the partners, an amendment to become a limited liability partnership by an existing limited partnership shall be approved by all of the partners. A limited partnership becomes a limited liability partnership at the time its certificate which complies with the foregoing provisions of this subsection becomes effective and continues to be a limited liability partnership until its certificate of limited partnership is amended to remove the statement that such limited partnership is a limited liability partnership and so that its name no longer contains the words “limited liability limited partnership,” or the abbreviation “L.L.L.P.,” or the designation “LLLP.” The fact that the certificate of limited partnership of a limited partnership has been amended as set forth in this subsection is notice that the limited partnership is a limited liability partnership. If a limited partnership that is a limited liability partnership is dissolved and its business continued without liquidation of the limited partnership's affairs, the new limited partnership shall continue to be a limited liability partnership until its certificate of limited partnership is amended as provided in this subsection. A limited partnership that becomes a limited liability partnership pursuant to this subsection shall otherwise remain subject to Chapter 9 of this title, including, without limitation, the annual registration provisions of Code Section 14-9-206.5 .
O.C.G.A. § 14-8-6 — GA Code / Title 14 / Chapter 8 / Section 14-8-6
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-6
Status: in_force

(a) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a limited liability partnership.

(a) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a limited liability partnership.

(b) But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with this chapter.

(b) But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent with this chapter.
O.C.G.A. § 14-10-15 — GA Code / Title 14 / Chapter 10 / Section 14-10-15
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-10-15
Status: in_force

In the event of dissolution of a stock-type professional association, the board of governors, as trustees of the property of such professional association, shall apply the assets first to the payment of debts of the association and, secondly, to the holders of the stock as provided in the articles of association. In the event of dissolution of a nonstock association, the assets shall be distributed or sold and the net proceeds distributed first to the payment of debts of the association and, secondly, to or among the members of the association as the articles of association shall provide.
O.C.G.A. § 14-3-851 — GA Code / Title 14 / Chapter 3 / Section 14-3-851
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-851
Status: in_force

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) He or she conducted himself or herself in good faith; and (2) He or she reasonably believed: (A) In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation; (B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (C) In the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.

(a) Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(1) He or she conducted himself or herself in good faith; and

(1) He or she conducted himself or herself in good faith; and

(2) He or she reasonably believed: (A) In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation; (B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (C) In the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.

(2) He or she reasonably believed:

(A) In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation;

(A) In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation;

(B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and

(B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and

(C) In the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.

(C) In the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a) of this Code section.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a) of this Code section.

(c) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.

(c) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.

(d) A corporation may not indemnify a director under this Code section: (1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or (2) In connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that personal benefit was improperly received by the director, whether or not involving action in the director's official capacity.

(d) A corporation may not indemnify a director under this Code section:

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or

(2) In connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that personal benefit was improperly received by the director, whether or not involving action in the director's official capacity.

(2) In connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that personal benefit was improperly received by the director, whether or not involving action in the director's official capacity.
O.C.G.A. § 14-8-55 — GA Code / Title 14 / Chapter 8 / Section 14-8-55
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-55
Status: in_force

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter.
O.C.G.A. § 14-11-805 — GA Code / Title 14 / Chapter 11 / Section 14-11-805
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-805
Status: in_force

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

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

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

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

(1) A majority vote of the independent managers or members present at a meeting of managers or members, as the case may be, if the independent managers or members constitute a quorum;

(1) A majority vote of the independent managers or members present at a meeting of managers or members, as the case may be, if the independent managers or members constitute a quorum;

(2) A majority vote of a committee consisting of two or more independent managers or members appointed by a majority of independent managers or members present at a meeting of managers or members, as the case may be, whether or not such independent managers or members constitute a quorum; or

(2) A majority vote of a committee consisting of two or more independent managers or members appointed by a majority of independent managers or members present at a meeting of managers or members, as the case may be, whether or not such independent managers or members constitute a quorum; or

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

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

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

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

(1) The nomination or election of the manager or member by managers or members who are not independent;

(1) The nomination or election of the manager or member by managers or members who are not independent;

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

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

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

(3) The fact that the manager or member approved the action being challenged in the derivative proceeding so long as the manager or member did not receive a personal benefit as a result of the action.
O.C.G.A. § 14-3-502 — GA Code / Title 14 / Chapter 3 / Section 14-3-502
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-502
Status: in_force

(a) A domestic corporation or a foreign corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; (5) If the current registered agent is to be changed, the name of the new registered agent; and (6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(a) A domestic corporation or a foreign corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:

(1) The name of the corporation;

(1) The name of the corporation;

(2) The street address of its current registered office;

(2) The street address of its current registered office;

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

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

(4) The name of its current registered agent;

(4) The name of its current registered agent;

(5) If the current registered agent is to be changed, the name of the new registered agent; and

(5) If the current registered agent is to be changed, the name of the new registered agent; and

(6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(6) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this Code section and recites that the corporation has been notified of the change.

(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this Code section and recites that the corporation has been notified of the change.
O.C.G.A. § 14-2-626 — GA Code / Title 14 / Chapter 2 / Section 14-2-626
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-626
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsection (b) of Code Section 14-2-625 and, if applicable, Code Section 14-2-627 .

(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsection (b) of Code Section 14-2-625 and, if applicable, Code Section 14-2-627 .
O.C.G.A. § 14-9-703 — GA Code / Title 14 / Chapter 9 / Section 14-9-703
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-703
Status: in_force

(a) On application to a competent court by a judgment creditor of a partner or of any assignee of a partner, the court may charge the partnership interest of the partner or such assignee with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter shall not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

(a) On application to a competent court by a judgment creditor of a partner or of any assignee of a partner, the court may charge the partnership interest of the partner or such assignee with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter shall not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

(b) The remedy conferred by this Code section shall not be deemed exclusive of others which may exist, including, without limitation, the right of a judgment creditor to reach the interest of a partner in the partnership by process of garnishment served on the partnership.

(b) The remedy conferred by this Code section shall not be deemed exclusive of others which may exist, including, without limitation, the right of a judgment creditor to reach the interest of a partner in the partnership by process of garnishment served on the partnership.
O.C.G.A. § 14-8-56 — GA Code / Title 14 / Chapter 8 / Section 14-8-56
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-56
Status: in_force

(a) Each foreign limited liability partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth: (1) The name of the foreign limited liability partnership and the jurisdiction under whose laws it is organized; (2) The street address and county of its registered office in this state and the name of its registered agent at that office; (3) The address of the office it is required to maintain in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required to be maintained, of its principal office; (4) The address of the office at which is kept a list of the names and addresses of the partners and other owners of the foreign limited liability partnership; (5) The name and a business address of a partner who has substantial responsibility for managing the business activities of the foreign limited liability partnership; and (6) Any additional information that is necessary to enable the Secretary of State to carry out the provisions of this chapter.

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

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

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

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

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

(3) The address of the office it is required to maintain in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required to be maintained, of its principal office;

(3) The address of the office it is required to maintain in the jurisdiction of its organization by the laws of that jurisdiction or, if no such office is required to be maintained, of its principal office;

(4) The address of the office at which is kept a list of the names and addresses of the partners and other owners of the foreign limited liability partnership;

(4) The address of the office at which is kept a list of the names and addresses of the partners and other owners of the foreign limited liability partnership;

(5) The name and a business address of a partner who has substantial responsibility for managing the business activities of the foreign limited liability partnership; and

(5) The name and a business address of a partner who has substantial responsibility for managing the business activities of the foreign limited liability partnership; and

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

(6) 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 foreign limited liability partnership.

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

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

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

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

(d) If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting foreign limited liability partnership in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
O.C.G.A. § 14-11-301 — GA Code / Title 14 / Chapter 11 / Section 14-11-301
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-301
Status: in_force

(a) Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the member has no such authority.

(a) Except as provided in subsection (b) of this Code section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the member has no such authority.

(b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers: (1) No member, acting solely in the capacity as a member, is an agent of the limited liability company; and (2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the manager has no such authority.

(b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:

(1) No member, acting solely in the capacity as a member, is an agent of the limited liability company; and

(1) No member, acting solely in the capacity as a member, is an agent of the limited liability company; and

(2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the manager has no such authority.

(2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the usual way the business and affairs of the limited liability company of which he or she is a manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he or she is dealing has knowledge of the fact that the manager has no such authority.

(c) An act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement at the time of the transaction or at any other time.

(c) An act of a manager or a member that is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with a written operating agreement at the time of the transaction or at any other time.

(d) No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.

(d) No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
O.C.G.A. § 14-2-706 — GA Code / Title 14 / Chapter 2 / Section 14-2-706
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-706
Status: in_force

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(b) A shareholder's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(c) Unless required by the bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a shareholder of the notice of a meeting of shareholders with respect to an amendment of the articles of incorporation pursuant to Code Section 14-2-1003 , a plan of merger or share exchange pursuant to Code Section 14-2-1103 , a sale of assets pursuant to Code Section 14-2-1202 , or any other action which would entitle the shareholder to dissent pursuant to Code Section 14-2-1302 and obtain payment for his shares shall not be effective unless: (1) Prior to the execution of the waiver, the shareholder shall have been furnished the same material that under this chapter would have been required to be sent to the shareholder in a notice of the meeting, including notice of any applicable dissenters' rights as provided in Code Sections 14-2-1320 and 14-2-1322 ; or (2) The waiver expressly waives the right to receive the material required to be furnished.

(c) Unless required by the bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a shareholder of the notice of a meeting of shareholders with respect to an amendment of the articles of incorporation pursuant to Code Section 14-2-1003 , a plan of merger or share exchange pursuant to Code Section 14-2-1103 , a sale of assets pursuant to Code Section 14-2-1202 , or any other action which would entitle the shareholder to dissent pursuant to Code Section 14-2-1302 and obtain payment for his shares shall not be effective unless:

(1) Prior to the execution of the waiver, the shareholder shall have been furnished the same material that under this chapter would have been required to be sent to the shareholder in a notice of the meeting, including notice of any applicable dissenters' rights as provided in Code Sections 14-2-1320 and 14-2-1322 ; or

(1) Prior to the execution of the waiver, the shareholder shall have been furnished the same material that under this chapter would have been required to be sent to the shareholder in a notice of the meeting, including notice of any applicable dissenters' rights as provided in Code Sections 14-2-1320 and 14-2-1322 ; or

(2) The waiver expressly waives the right to receive the material required to be furnished.

(2) The waiver expressly waives the right to receive the material required to be furnished.
O.C.G.A. § 14-11-709 — GA Code / Title 14 / Chapter 11 / Section 14-11-709
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-709
Status: in_force

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-11-708 for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability company with written notice of such determination by mailing a copy of the notice, first-class mail, to the foreign limited liability company at the address of its principal place of business indicated in its most recently filed annual registration, or if no annual registration has been filed, in its application for a certificate of authority to transact business, or to its registered agent.

(a) If the Secretary of State determines that one or more grounds exist under Code Section 14-11-708 for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability company with written notice of such determination by mailing a copy of the notice, first-class mail, to the foreign limited liability company at the address of its principal place of business indicated in its most recently filed annual registration, or if no annual registration has been filed, in its application for a certificate of authority to transact business, or to its registered agent.

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

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

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

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

(d) The Secretary of State's revocation of a foreign limited liability company's certificate of authority appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Any party that serves process on the Secretary of State shall also mail a copy of the process to the foreign limited liability company at the most recent address of its principal place of business listed on the records of the Secretary of State or to its registered agent. This subsection does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a foreign limited liability company.

(d) The Secretary of State's revocation of a foreign limited liability company's certificate of authority appoints the Secretary of State as the foreign limited liability company's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Any party that serves process on the Secretary of State shall also mail a copy of the process to the foreign limited liability company at the most recent address of its principal place of business listed on the records of the Secretary of State or to its registered agent. This subsection does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a foreign limited liability company.

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

(e) Revocation of a foreign limited liability company's certificate of authority does not terminate the authority of the registered agent of the foreign limited liability company.
O.C.G.A. § 14-8-38-1 — GA Code / Title 14 / Chapter 8 / Section 14-8-38-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-38.1
Status: in_force

When a partnership is dissolved for any reason, either pursuant to the provisions of this chapter or the partnership agreement or otherwise, and the business is continued as a partnership, the title to any real property or other property vested in such dissolved partnership shall, by operation of law, be vested in the partnership continuing the business without reversion or impairment and without further act or deed or other instrument of transfer or conveyance.
O.C.G.A. § 14-9-201 — GA Code / Title 14 / Chapter 9 / Section 14-9-201
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-201
Status: in_force

(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate must set forth: (1) The name of the limited partnership; (2) The address of the registered office and the name and address of the initial agent for service of process required to be maintained by Code Section 14-9-104 ; (3) The name and the business address of each general partner; and (4) Any other matters the general partners determine to include therein.

(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate must set forth:

(1) The name of the limited partnership;

(1) The name of the limited partnership;

(2) The address of the registered office and the name and address of the initial agent for service of process required to be maintained by Code Section 14-9-104 ;

(2) The address of the registered office and the name and address of the initial agent for service of process required to be maintained by Code Section 14-9-104 ;

(3) The name and the business address of each general partner; and

(3) The name and the business address of each general partner; and

(4) Any other matters the general partners determine to include therein.

(4) Any other matters the general partners determine to include therein.

(b) A limited partnership exists from the time of the filing of the certificate of limited partnership in the office of the Secretary of State or from a later time or later time and date, not to exceed 90 days from the date of filing, specified in the certificate of limited partnership, to the time of cancellation pursuant to subsection (c) of Code Section 14-9-206 .

(b) A limited partnership exists from the time of the filing of the certificate of limited partnership in the office of the Secretary of State or from a later time or later time and date, not to exceed 90 days from the date of filing, specified in the certificate of limited partnership, to the time of cancellation pursuant to subsection (c) of Code Section 14-9-206 .
O.C.G.A. § 14-11-1107 — GA Code / Title 14 / Chapter 11 / Section 14-11-1107
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-1107
Status: in_force

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

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

(b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

(b) It is the policy of this state with respect to limited liability companies to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

(c) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(c) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(d) If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable.

(d) If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable.

(e) A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.

(e) A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.

(f) The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of professional services within this state by limited liability companies.

(f) The laws of this state relating to establishment and regulation of professional services are amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter and are deemed amended to permit the provision of professional services within this state by limited liability companies.

(g) Nothing in this chapter is intended to restrict or limit in any manner the authority and duty of any regulatory or other body licensing professionals within this state to license individuals rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory or other body licensing such professionals within this state, notwithstanding that the person is a member, manager, or employee of a limited liability company and rendering the professional services or engaging in the practice of the profession through a limited liability company.

(g) Nothing in this chapter is intended to restrict or limit in any manner the authority and duty of any regulatory or other body licensing professionals within this state to license individuals rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the regulatory or other body licensing such professionals within this state, notwithstanding that the person is a member, manager, or employee of a limited liability company and rendering the professional services or engaging in the practice of the profession through a limited liability company.

(h) The personal liability of a member of a limited liability company to any person or in any action or proceeding for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, shall be governed solely and exclusively by this chapter and the laws of this state. Whenever a conflict arises between the laws of this state and the laws of any other state with regard to the liability of members of a limited liability company for the debts, obligations, and liabilities of the limited liability company or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, this state's laws shall be deemed to govern in determining such liability.

(h) The personal liability of a member of a limited liability company to any person or in any action or proceeding for the debts, obligations, or liabilities of the limited liability company, or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, shall be governed solely and exclusively by this chapter and the laws of this state. Whenever a conflict arises between the laws of this state and the laws of any other state with regard to the liability of members of a limited liability company for the debts, obligations, and liabilities of the limited liability company or for the acts or omissions of other members, managers, employees, or agents of the limited liability company, this state's laws shall be deemed to govern in determining such liability.

(i) The provisions of this chapter shall determine the rights and obligations of a limited liability company organized under this chapter in commerce with foreign nations and among the several states to the extent permitted by law.

(i) The provisions of this chapter shall determine the rights and obligations of a limited liability company organized under this chapter in commerce with foreign nations and among the several states to the extent permitted by law.

(j) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except: (1) Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or (2) In a derivative action authorized by Article 8 of this chapter.

(j) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except:

(1) Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or

(1) Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or

(2) In a derivative action authorized by Article 8 of this chapter.

(2) In a derivative action authorized by Article 8 of this chapter.

(k) The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

(k) The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

(l) Any provision that this chapter requires or permits to be set forth in an operating agreement may be set forth in the articles of organization. In the event of any conflict between a provision of the articles of organization and a provision of an operating agreement, the provision of the articles of organization shall govern.

(l) Any provision that this chapter requires or permits to be set forth in an operating agreement may be set forth in the articles of organization. In the event of any conflict between a provision of the articles of organization and a provision of an operating agreement, the provision of the articles of organization shall govern.

(m) Each provision of this chapter shall have independent legal significance.

(m) Each provision of this chapter shall have independent legal significance.

(n) Nothing in this chapter shall be construed as establishing that a limited liability company interest is not a “security” within the meaning of paragraph (31) of Code Section 10-5-2 (or any successor statute).

(n) Nothing in this chapter shall be construed as establishing that a limited liability company interest is not a “security” within the meaning of paragraph (31) of Code Section 10-5-2 (or any successor statute).
O.C.G.A. § 14-3-1104 — GA Code / Title 14 / Chapter 3 / Section 14-3-1104
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1104
Status: in_force

(a) After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103 , by the members and any other persons, and notices have been provided and approvals obtained in accordance with this article, the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The plan of merger; (2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and (5) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(a) After a plan of merger is approved by the board of directors, and, if required by Code Section 14-3-1103 , by the members and any other persons, and notices have been provided and approvals obtained in accordance with this article, the surviving corporation or entity shall deliver to the Secretary of State for filing articles of merger setting forth:

(1) The plan of merger;

(1) The plan of merger;

(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(3) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(3) If approval by members was required:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(4) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and

(4) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and

(5) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(5) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(b) In lieu of filing articles of merger that set forth the plan of merger, the surviving corporation or entity may deliver to the Secretary of State for filing a certificate of merger which sets forth: (1) The name and state of incorporation of each corporation or entity which is merging and the name of the surviving corporation or entity into which each other corporation or entity is merging; (2) Any amendments to the articles of incorporation or governing agreements of the surviving corporation or entity; (3) That the executed plan of merger is on file at the principal place of business of the surviving corporation or entity, stating the address thereof; (4) That a copy of the plan of merger will be furnished by the surviving corporation or entity, on request and without cost, to any member or shareholder of any corporation or entity that is a party to the merger; (5) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (6) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (7) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and (8) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(b) In lieu of filing articles of merger that set forth the plan of merger, the surviving corporation or entity may deliver to the Secretary of State for filing a certificate of merger which sets forth:

(1) The name and state of incorporation of each corporation or entity which is merging and the name of the surviving corporation or entity into which each other corporation or entity is merging;

(1) The name and state of incorporation of each corporation or entity which is merging and the name of the surviving corporation or entity into which each other corporation or entity is merging;

(2) Any amendments to the articles of incorporation or governing agreements of the surviving corporation or entity;

(2) Any amendments to the articles of incorporation or governing agreements of the surviving corporation or entity;

(3) That the executed plan of merger is on file at the principal place of business of the surviving corporation or entity, stating the address thereof;

(3) That the executed plan of merger is on file at the principal place of business of the surviving corporation or entity, stating the address thereof;

(4) That a copy of the plan of merger will be furnished by the surviving corporation or entity, on request and without cost, to any member or shareholder of any corporation or entity that is a party to the merger;

(4) That a copy of the plan of merger will be furnished by the surviving corporation or entity, on request and without cost, to any member or shareholder of any corporation or entity that is a party to the merger;

(5) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(5) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(6) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(6) If approval by members was required:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(7) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and

(7) If approval of the plan by some person or persons other than the members or the board is required pursuant to paragraph (3) of subsection (a) of Code Section 14-3-1103 , a statement that the approval was obtained; and

(8) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(8) If approval of the shareholders of one or more corporations or entities party to the merger was required, a statement that the merger was duly approved by the shareholders.

(c) Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed.

(c) Unless a delayed effective date is specified, a merger takes effect when the articles or certificate of merger is filed.
O.C.G.A. § 14-9-606 — GA Code / Title 14 / Chapter 9 / Section 14-9-606
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9-606
Status: in_force

Except as otherwise provided in the partnership agreement at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
O.C.G.A. § 14-3-1403 — GA Code / Title 14 / Chapter 3 / Section 14-3-1403
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1403
Status: in_force

(a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. Subject to subsections (b) and (c) of this Code section, such plan of dissolution may provide for the transfer (whether in-kind or otherwise) of any of the assets, business, and affairs of the corporation to one or more persons who may continue the business and affairs of the dissolving corporation.

(a) A plan of dissolution providing for the distribution of assets shall be adopted by a corporation in the process of dissolution. Subject to subsections (b) and (c) of this Code section, such plan of dissolution may provide for the transfer (whether in-kind or otherwise) of any of the assets, business, and affairs of the corporation to one or more persons who may continue the business and affairs of the dissolving corporation.

(b) The plan of dissolution shall provide for distribution of assets as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) Assets received and held by the corporation subject to limitations permitting their use only for specific charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed, to the extent reasonably feasible, to one or more domestic corporations or foreign corporations, trusts, societies, or organizations that are organized and operated for the same or similar purposes as those of the dissolving corporation, and if not reasonably feasible, to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ; (4) Assets held by a charitable corporation shall be distributed to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ; (5) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and (6) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic corporations or foreign corporations as may be provided in the plan of dissolution.

(b) The plan of dissolution shall provide for distribution of assets as follows:

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor;

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for specific charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed, to the extent reasonably feasible, to one or more domestic corporations or foreign corporations, trusts, societies, or organizations that are organized and operated for the same or similar purposes as those of the dissolving corporation, and if not reasonably feasible, to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ;

(3) Assets received and held by the corporation subject to limitations permitting their use only for specific charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed, to the extent reasonably feasible, to one or more domestic corporations or foreign corporations, trusts, societies, or organizations that are organized and operated for the same or similar purposes as those of the dissolving corporation, and if not reasonably feasible, to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ;

(4) Assets held by a charitable corporation shall be distributed to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ;

(4) Assets held by a charitable corporation shall be distributed to any organization or recipient described in subsection (a) of Code Section 14-3-1302 ;

(5) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and

(5) Other assets, if any, shall be distributed in accordance with the articles of incorporation and bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and

(6) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic corporations or foreign corporations as may be provided in the plan of dissolution.

(6) Any remaining assets may be distributed to such persons, trusts, societies, organizations, or domestic corporations or foreign corporations as may be provided in the plan of dissolution.

(c) A charitable corporation shall comply with the following additional requirements: (1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers its notice of intent to dissolve to the Secretary of State, and such notice to the Attorney General shall include: (A) The plan of dissolution; (B) The net value of the corporation's assets at the time the notice of intent to dissolve is filed with the Secretary of State; and (C) To the extent not already included in the plan of dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients; (2) Unless otherwise notified by the Attorney General, it shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and (3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those persons (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

(c) A charitable corporation shall comply with the following additional requirements:

(1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers its notice of intent to dissolve to the Secretary of State, and such notice to the Attorney General shall include: (A) The plan of dissolution; (B) The net value of the corporation's assets at the time the notice of intent to dissolve is filed with the Secretary of State; and (C) To the extent not already included in the plan of dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients;

(1) It shall give the Attorney General written notice of its intent to dissolve at or before the time it delivers its notice of intent to dissolve to the Secretary of State, and such notice to the Attorney General shall include:

(A) The plan of dissolution;

(A) The plan of dissolution;

(B) The net value of the corporation's assets at the time the notice of intent to dissolve is filed with the Secretary of State; and

(B) The net value of the corporation's assets at the time the notice of intent to dissolve is filed with the Secretary of State; and

(C) To the extent not already included in the plan of dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients;

(C) To the extent not already included in the plan of dissolution, a list of those persons (other than creditors) to whom the corporation intends to transfer or convey its assets, including the last known mailing address of the intended recipient or recipients;

(2) Unless otherwise notified by the Attorney General, it shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and

(2) Unless otherwise notified by the Attorney General, it shall not transfer or convey any assets as part of the dissolution process until 30 days after it has given the written notice to the Attorney General required by paragraph (1) of this subsection; and

(3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those persons (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.

(3) When all or substantially all of the assets of the corporation have been transferred or conveyed, it shall deliver to the Attorney General a list showing those persons (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the address of each person (other than creditors) who received assets and indicate what assets each received.
O.C.G.A. § 14-3-865 — GA Code / Title 14 / Chapter 3 / Section 14-3-865
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-865
Status: in_force

(a) As used in this Code section, the term: (1) “ Officer ” means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation. (2) “ Officer's conflicting interest transaction ” means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860 , between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer. (3) “Related person” of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860 . (4) “Required disclosure” with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860 . (5) “Time of commitment” shall have the same meaning as in paragraph (5) of Code Section 14-3-860 .

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

(1) “ Officer ” means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.

(1) “ Officer ” means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.

(2) “ Officer's conflicting interest transaction ” means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860 , between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.

(2) “ Officer's conflicting interest transaction ” means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860 , between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.

(3) “Related person” of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860 .

(3) “Related person” of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860 .

(4) “Required disclosure” with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860 .

(4) “Required disclosure” with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860 .

(5) “Time of commitment” shall have the same meaning as in paragraph (5) of Code Section 14-3-860 .

(5) “Time of commitment” shall have the same meaning as in paragraph (5) of Code Section 14-3-860 .

(b) No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.

(b) No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.

(c) An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of this state by a member or by or in the right of the corporation or by any other person who otherwise has standing, on the ground of an interest in the transaction of the officer or any person with whom or which he or she has a personal, economic, or other association, if: (1) The transaction was approved by the board of directors after required disclosure; (2) The transaction was approved by the members after required disclosure; (3) The action was approved by the superior court in an action to which the Attorney General was a party; or (4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

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

(1) The transaction was approved by the board of directors after required disclosure;

(1) The transaction was approved by the board of directors after required disclosure;

(2) The transaction was approved by the members after required disclosure;

(2) The transaction was approved by the members after required disclosure;

(3) The action was approved by the superior court in an action to which the Attorney General was a party; or

(3) The action was approved by the superior court in an action to which the Attorney General was a party; or

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

(4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
O.C.G.A. § 14-3-741 — GA Code / Title 14 / Chapter 3 / Section 14-3-741
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-741
Status: in_force

(a) A derivative proceeding may be brought by: (1) Any director; or (2) Any member or members having 5 percent or more of the voting power; or (3) Fifty or more members, regardless of voting power.

(a) A derivative proceeding may be brought by:

(1) Any director; or

(1) Any director; or

(2) Any member or members having 5 percent or more of the voting power; or

(2) Any member or members having 5 percent or more of the voting power; or

(3) Fifty or more members, regardless of voting power.

(3) Fifty or more members, regardless of voting power.

(b) A member may not commence or maintain a derivative proceeding unless the member: (1) Was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from one who was a member at that time; and (2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

(b) A member may not commence or maintain a derivative proceeding unless the member:

(1) Was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from one who was a member at that time; and

(1) Was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from one who was a member at that time; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
O.C.G.A. § 14-3-864 — GA Code / Title 14 / Chapter 3 / Section 14-3-864
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-864
Status: in_force

In a case involving a charitable corporation a transaction that was not the subject of either directors' action under Code Section 14-3-862 or members' action under Code Section 14-3-863 is effective for purposes of paragraph (3) subsection (b) of Code Section 14-3-861 if the transaction is approved by the superior court, in an action in which the Attorney General is joined as a party.
O.C.G.A. § 14-11-602 — GA Code / Title 14 / Chapter 11 / Section 14-11-602
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-602
Status: in_force

(a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement; (2) Upon the happening of events specified in the articles of organization or a written operating agreement; (3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members; (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (b) of Code Section 14-11-601 ), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement; or (5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(a) Effective for limited liability companies formed prior to July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in the articles of organization or a written operating agreement;

(1) At the time specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (b) of Code Section 14-11-601 ), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement; or

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (b) of Code Section 14-11-601 ), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement; or

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(b) Effective for limited liability companies formed on or after July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement; (2) Upon the happening of events specified in the articles of organization or a written operating agreement; (3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members; (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement; or (5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(b) Effective for limited liability companies formed on or after July 1, 1999, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in the articles of organization or a written operating agreement;

(1) At the time specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(2) Upon the happening of events specified in the articles of organization or a written operating agreement;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(3) Subject to contrary provision in the articles of organization or a written operating agreement, at a time approved by all the members;

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement; or

(4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement; or

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(5) Entry of a decree of judicial dissolution under subsection (a) of Code Section 14-11-603 .

(c) Notwithstanding paragraphs (1), (2), (3), and (4) of subsections (a) and (b) of this Code section, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of termination in the office of the Secretary of State, either: (1) The limited liability company's articles of organization or operating agreement, or both, are amended such that, after giving effect to such amendment, such event does not result in dissolution of the limited liability company pursuant to subsection (a) or (b) of this Code section; or (2) If the limited liability company then has at least one member, a decision to continue the limited liability is taken by all of the members of the limited liability company (and all other persons, if any, with power to require dissolution of the limited liability company under its articles of organization or written operating agreement). Any amendment or other action contemplated by paragraph (1) or (2) of this subsection shall, to the extent necessary to achieve the purposes of this subsection, be effective as of and from and after the applicable event described in subsection (a) or (b) of this Code section.

(c) Notwithstanding paragraphs (1), (2), (3), and (4) of subsections (a) and (b) of this Code section, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of termination in the office of the Secretary of State, either:

(1) The limited liability company's articles of organization or operating agreement, or both, are amended such that, after giving effect to such amendment, such event does not result in dissolution of the limited liability company pursuant to subsection (a) or (b) of this Code section; or

(1) The limited liability company's articles of organization or operating agreement, or both, are amended such that, after giving effect to such amendment, such event does not result in dissolution of the limited liability company pursuant to subsection (a) or (b) of this Code section; or

(2) If the limited liability company then has at least one member, a decision to continue the limited liability is taken by all of the members of the limited liability company (and all other persons, if any, with power to require dissolution of the limited liability company under its articles of organization or written operating agreement).

(2) If the limited liability company then has at least one member, a decision to continue the limited liability is taken by all of the members of the limited liability company (and all other persons, if any, with power to require dissolution of the limited liability company under its articles of organization or written operating agreement).

Any amendment or other action contemplated by paragraph (1) or (2) of this subsection shall, to the extent necessary to achieve the purposes of this subsection, be effective as of and from and after the applicable event described in subsection (a) or (b) of this Code section.
O.C.G.A. § 14-3-206 — GA Code / Title 14 / Chapter 3 / Section 14-3-206
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-206
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
O.C.G.A. § 14-3-1104-1 — GA Code / Title 14 / Chapter 3 / Section 14-3-1104-1
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1104.1
Status: in_force

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

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

(b) No later than the next business day after filing the articles or certificate of merger, the surviving corporation or entity shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving corporation or entity is to be located, if the surviving corporation or entity will be required to maintain a registered office in Georgia, or where the registered office of the merging corporation or entity was located prior to the merger in any other case, or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form: “NOTICE OF MERGER Notice is given that articles or a certificate of merger which will effect a merger by and between (or among) __________(name and state of incorporation or organization of each constituent corporation or entity) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The name of the surviving corporation (or other entity) in the merger will be__________, a corporation (or other entity) incorporated (organized pursuant to the laws of) in the State of__________. The registered office of such corporation (name of type of entity) (is) (will be) located at __________(address of registered office) and its registered (agent) (agents) at such address (is) (are) __________(name or names of agent or agents).” The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the surviving corporation or entity to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger.

(b) No later than the next business day after filing the articles or certificate of merger, the surviving corporation or entity shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving corporation or entity is to be located, if the surviving corporation or entity will be required to maintain a registered office in Georgia, or where the registered office of the merging corporation or entity was located prior to the merger in any other case, or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:

“NOTICE OF MERGER

Notice is given that articles or a certificate of merger which will effect a merger by and between (or among) __________(name and state of incorporation or organization of each constituent corporation or entity) will be delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The name of the surviving corporation (or other entity) in the merger will be__________, a corporation (or other entity) incorporated (organized pursuant to the laws of) in the State of__________. The registered office of such corporation (name of type of entity) (is) (will be) located at __________(address of registered office) and its registered (agent) (agents) at such address (is) (are) __________(name or names of agent or agents).”

The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the surviving corporation or entity to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger.
O.C.G.A. § 14-3-1101 — GA Code / Title 14 / Chapter 3 / Section 14-3-1101
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-1101
Status: in_force

(a) One or more corporations may merge into another entity or entities, whether foreign or domestic, if the plan of merger is approved for the corporation or corporations as provided in Code Section 14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and restrictions set forth in this article. In addition: (1) If one or more of the corporations is a charitable corporation, each corporation must comply with Code Section 14-3-1102 ; (2) If a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each foreign corporation and foreign business corporation must comply with Code Section 14-3-1106 ; and (3) If an entity other than a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each other entity must comply with Code Section 14-3-1108 .

(a) One or more corporations may merge into another entity or entities, whether foreign or domestic, if the plan of merger is approved for the corporation or corporations as provided in Code Section 14-3-1103 and the merger complies with the applicable approvals, notices, limitations, and restrictions set forth in this article. In addition:

(1) If one or more of the corporations is a charitable corporation, each corporation must comply with Code Section 14-3-1102 ;

(1) If one or more of the corporations is a charitable corporation, each corporation must comply with Code Section 14-3-1102 ;

(2) If a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each foreign corporation and foreign business corporation must comply with Code Section 14-3-1106 ; and

(2) If a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each foreign corporation and foreign business corporation must comply with Code Section 14-3-1106 ; and

(3) If an entity other than a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each other entity must comply with Code Section 14-3-1108 .

(3) If an entity other than a foreign corporation or foreign business corporation is a party to a merger authorized by this article, each corporation and each other entity must comply with Code Section 14-3-1108 .

(b) The plan of merger for any merger authorized by this article must set forth: (1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; (2) The terms and conditions of the planned merger; and (3) The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.

(b) The plan of merger for any merger authorized by this article must set forth:

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

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

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

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

(3) The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.

(3) The manner and basis, if any, of converting the memberships of each corporation and the obligations, memberships, or other securities of each other entity into obligations, memberships, or other securities of the surviving entity or into cash or other property in whole or in part.

(c) The plan of merger may set forth: (1) Amendments to the articles of incorporation of the surviving corporation; and (2) Other provisions relating to the merger.

(c) The plan of merger may set forth:

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

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

(2) Other provisions relating to the merger.

(2) Other provisions relating to the merger.

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

(d) Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term “ facts ” includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
O.C.G.A. § 14-9a-49 — GA Code / Title 14 / Chapter 9A / Section 14-9a-49
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-49
Status: in_force

A limited partner's interest in the partnership is personal property.
O.C.G.A. § 14-2-1508 — GA Code / Title 14 / Chapter 2 / Section 14-2-1508
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1508
Status: in_force

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth: (1) Its name; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of its new registered office; (4) The name of its current registered agent; and (5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:

(1) Its name;

(1) Its name;

(2) The street address of its current registered office;

(2) The street address of its current registered office;

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

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

(4) The name of its current registered agent; and

(4) The name of its current registered agent; and

(5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(5) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing an amendment to the annual registration that complies with the requirements of subsection (a) of this Code section.
O.C.G.A. § 14-2-1131 — GA Code / Title 14 / Chapter 2 / Section 14-2-1131
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1131
Status: in_force

For purposes of this part, the definitions contained in Code Section 14-2-1110 shall be applicable with the following exceptions:

(1) For purposes of this part, “business combination” means: (A) Any merger or consolidation of the resident domestic corporation or any subsidiary with: (i) any interested shareholder; or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the merger or consolidation would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction other than as a result of the interested shareholder's ownership of the resident domestic corporation's voting stock; (B) Any sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or in a series of transactions, to any interested shareholder or any affiliate or associate of any interested shareholder, other than the resident domestic corporation or any of its subsidiaries, of any assets of the resident domestic corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the resident domestic corporation, an aggregate book value as of the end of the resident domestic corporation's most recently ended fiscal quarter of 10 percent or more of the net assets of the resident domestic corporation as of the end of such fiscal quarter; (C) The issuance or transfer by the resident domestic corporation, or any subsidiary, in one transaction or a series of transactions, of any equity securities of the resident domestic corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the resident domestic corporation whose shares are being issued to any interested shareholder or any affiliate or associate of any interested shareholder, other than the resident domestic corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the resident domestic corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares, and except pursuant to the exercise or conversion of securities exercisable for or convertible into shares of the resident domestic corporation, or any subsidiary, which securities were outstanding prior to the time that any interested shareholder became such; (D) The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation; (E) Any reclassification of securities, including any reverse stock split, or recapitalization of the resident domestic corporation, or any merger or consolidation of the resident domestic corporation with any of its subsidiaries, which has the effect, directly or indirectly, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the resident domestic corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder; (F) Any receipt by the interested shareholder, or any affiliate or associate of the interested shareholder, other than in the ordinary course of business, of the benefit, directly or indirectly (except proportionately as a shareholder of the corporation), of any loans, advances, guarantees, pledges, or other financial benefits or assistance or any tax credits or other tax advantages provided by or through the resident domestic corporation or any of its subsidiaries; or (G) Any share exchange with (i) any interested shareholder or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the share exchange would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction;

(1) For purposes of this part, “business combination” means:

(A) Any merger or consolidation of the resident domestic corporation or any subsidiary with: (i) any interested shareholder; or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the merger or consolidation would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction other than as a result of the interested shareholder's ownership of the resident domestic corporation's voting stock;

(A) Any merger or consolidation of the resident domestic corporation or any subsidiary with: (i) any interested shareholder; or (ii) any other corporation, whether or not itself an interested shareholder, which is, or after the merger or consolidation would be, an affiliate of an interested shareholder that was an interested shareholder prior to the consummation of the transaction other than as a result of the interested shareholder's ownership of the resident domestic corporation's voting stock;

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

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

(C) The issuance or transfer by the resident domestic corporation, or any subsidiary, in one transaction or a series of transactions, of any equity securities of the resident domestic corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the resident domestic corporation whose shares are being issued to any interested shareholder or any affiliate or associate of any interested shareholder, other than the resident domestic corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the resident domestic corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares, and except pursuant to the exercise or conversion of securities exercisable for or convertible into shares of the resident domestic corporation, or any subsidiary, which securities were outstanding prior to the time that any interested shareholder became such;

(C) The issuance or transfer by the resident domestic corporation, or any subsidiary, in one transaction or a series of transactions, of any equity securities of the resident domestic corporation or any subsidiary which have an aggregate market value of 5 percent or more of the total market value of the outstanding common and preferred shares of the resident domestic corporation whose shares are being issued to any interested shareholder or any affiliate or associate of any interested shareholder, other than the resident domestic corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the resident domestic corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares, and except pursuant to the exercise or conversion of securities exercisable for or convertible into shares of the resident domestic corporation, or any subsidiary, which securities were outstanding prior to the time that any interested shareholder became such;

(D) The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation;

(D) The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation;

(E) Any reclassification of securities, including any reverse stock split, or recapitalization of the resident domestic corporation, or any merger or consolidation of the resident domestic corporation with any of its subsidiaries, which has the effect, directly or indirectly, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the resident domestic corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder;

(E) Any reclassification of securities, including any reverse stock split, or recapitalization of the resident domestic corporation, or any merger or consolidation of the resident domestic corporation with any of its subsidiaries, which has the effect, directly or indirectly, of increasing by 5 percent or more the proportionate amount of the outstanding shares of any class or series of equity securities of the resident domestic corporation or any subsidiary which is directly or indirectly beneficially owned by any interested shareholder or any affiliate of any interested shareholder;

(F) Any receipt by the interested shareholder, or any affiliate or associate of the interested shareholder, other than in the ordinary course of business, of the benefit, directly or indirectly (except proportionately as a shareholder of the corporation), of any loans, advances, guarantees, pledges, or other financial benefits or assistance or any tax credits or other tax advantages provided by or through the resident domestic corporation or any of its subsidiaries; or

(F) Any receipt by the interested shareholder, or any affiliate or associate of the interested shareholder, other than in the ordinary course of business, of the benefit, directly or indirectly (except proportionately as a shareholder of the corporation), of any loans, advances, guarantees, pledges, or other financial benefits or assistance or any tax credits or other tax advantages provided by or through the resident domestic corporation or any of its subsidiaries; or

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

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

(2) For purposes of this part and Part 2 of this article, the presumption of “control” created by paragraph (7) of Code Section 14-2-1110 shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this part or Part 2 of this article, as an agent, bank, broker, nominee, custodian, or trustee for one or more owners who do not individually or as a group have control of the corporation; and

(2) For purposes of this part and Part 2 of this article, the presumption of “control” created by paragraph (7) of Code Section 14-2-1110 shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this part or Part 2 of this article, as an agent, bank, broker, nominee, custodian, or trustee for one or more owners who do not individually or as a group have control of the corporation; and

(3) For purposes of this part, a “resident domestic corporation” means: (A) An issuer of voting stock which is organized under the laws of this state and which has at least 100 beneficial owners in this state and either: (i) Has its principal office located in this state; (ii) Has at least 10 percent of its outstanding voting shares beneficially owned by residents of this state; (iii) Has at least 10 percent of the holders of its outstanding voting shares beneficially owned by residents of this state; or (iv) Owns or controls assets located in this state which represent the lesser of (I) substantially all of its assets or (II) assets having a market value of at least $25 million. For purposes of this Code section, “substantially all of the corporate assets” means either one-half of the value of the assets of the corporation or the assets of the corporation located in this state which generate more than one-half of the total revenues of the corporation, all on a consolidated basis; and (B) For purposes of divisions (ii) and (iii) of subparagraph (A) of this paragraph, a holder of voting shares that is a corporation shall be deemed to be located in this state if such corporation is organized under the laws of this state.

(3) For purposes of this part, a “resident domestic corporation” means:

(A) An issuer of voting stock which is organized under the laws of this state and which has at least 100 beneficial owners in this state and either: (i) Has its principal office located in this state; (ii) Has at least 10 percent of its outstanding voting shares beneficially owned by residents of this state; (iii) Has at least 10 percent of the holders of its outstanding voting shares beneficially owned by residents of this state; or (iv) Owns or controls assets located in this state which represent the lesser of (I) substantially all of its assets or (II) assets having a market value of at least $25 million. For purposes of this Code section, “substantially all of the corporate assets” means either one-half of the value of the assets of the corporation or the assets of the corporation located in this state which generate more than one-half of the total revenues of the corporation, all on a consolidated basis; and

(A) An issuer of voting stock which is organized under the laws of this state and which has at least 100 beneficial owners in this state and either:

(i) Has its principal office located in this state;

(i) Has its principal office located in this state;

(ii) Has at least 10 percent of its outstanding voting shares beneficially owned by residents of this state;

(ii) Has at least 10 percent of its outstanding voting shares beneficially owned by residents of this state;

(iii) Has at least 10 percent of the holders of its outstanding voting shares beneficially owned by residents of this state; or

(iii) Has at least 10 percent of the holders of its outstanding voting shares beneficially owned by residents of this state; or

(iv) Owns or controls assets located in this state which represent the lesser of (I) substantially all of its assets or (II) assets having a market value of at least $25 million. For purposes of this Code section, “substantially all of the corporate assets” means either one-half of the value of the assets of the corporation or the assets of the corporation located in this state which generate more than one-half of the total revenues of the corporation, all on a consolidated basis; and

(iv) Owns or controls assets located in this state which represent the lesser of (I) substantially all of its assets or (II) assets having a market value of at least $25 million. For purposes of this Code section, “substantially all of the corporate assets” means either one-half of the value of the assets of the corporation or the assets of the corporation located in this state which generate more than one-half of the total revenues of the corporation, all on a consolidated basis; and

(B) For purposes of divisions (ii) and (iii) of subparagraph (A) of this paragraph, a holder of voting shares that is a corporation shall be deemed to be located in this state if such corporation is organized under the laws of this state.

(B) For purposes of divisions (ii) and (iii) of subparagraph (A) of this paragraph, a holder of voting shares that is a corporation shall be deemed to be located in this state if such corporation is organized under the laws of this state.
O.C.G.A. § 14-2-747 — GA Code / Title 14 / Chapter 2 / Section 14-2-747
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-747
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for Code Sections 14-2-743 and 14-2-745 and paragraph (2) of Code Section 14-2-746 .
O.C.G.A. § 14-2-1602 — GA Code / Title 14 / Chapter 2 / Section 14-2-1602
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-2-1602
Status: in_force

(a) A corporation shall keep a copy of the following records: (1) Its articles or restated articles of incorporation and all amendments to them currently in effect; (2) Its bylaws or restated bylaws and all amendments to them currently in effect; (3) Resolutions adopted by either its shareholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors; (4) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding and any resolutions adopted by the board of directors that affect the size of the board of directors; (5) The minutes of all shareholders' meetings, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all action taken by shareholders without a meeting, for the past three years; (6) All communications in writing or by electronic transmission to shareholders generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-2-1620 ; (7) A list of the names and business addresses of its current directors and officers; and (8) Its most recent annual registration delivered to the Secretary of State under Code Section 14-2-1622 .

(a) A corporation shall keep a copy of the following records:

(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) Its bylaws or restated bylaws and all amendments to them currently in effect;

(2) Its bylaws or restated bylaws and all amendments to them currently in effect;

(3) Resolutions adopted by either its shareholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors;

(3) Resolutions adopted by either its shareholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors;

(4) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding and any resolutions adopted by the board of directors that affect the size of the board of directors;

(4) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding and any resolutions adopted by the board of directors that affect the size of the board of directors;

(5) The minutes of all shareholders' meetings, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all action taken by shareholders without a meeting, for the past three years;

(5) The minutes of all shareholders' meetings, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all action taken by shareholders without a meeting, for the past three years;

(6) All communications in writing or by electronic transmission to shareholders generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-2-1620 ;

(6) All communications in writing or by electronic transmission to shareholders generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-2-1620 ;

(7) A list of the names and business addresses of its current directors and officers; and

(7) A list of the names and business addresses of its current directors and officers; and

(8) Its most recent annual registration delivered to the Secretary of State under Code Section 14-2-1622 .

(8) Its most recent annual registration delivered to the Secretary of State under Code Section 14-2-1622 .

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (a) of this Code section if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (a) of this Code section if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

(c) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (d) of this Code section and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section; (2) Accounting records of the corporation; and (3) The record of shareholders.

(c) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (d) of this Code section and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:

(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section;

(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section;

(2) Accounting records of the corporation; and

(2) Accounting records of the corporation; and

(3) The record of shareholders.

(3) The record of shareholders.

(d) A shareholder may inspect and copy the records described in subsection (c) of this Code section only if: (1) His demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a shareholder; (2) He describes with reasonable particularity his purpose and the records he desires to inspect; (3) The records are directly connected with his purpose; and (4) The records are to be used only for the stated purpose.

(d) A shareholder may inspect and copy the records described in subsection (c) of this Code section only if:

(1) His demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a shareholder;

(1) His demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a shareholder;

(2) He describes with reasonable particularity his purpose and the records he desires to inspect;

(2) He describes with reasonable particularity his purpose and the records he desires to inspect;

(3) The records are directly connected with his purpose; and

(3) The records are directly connected with his purpose; and

(4) The records are to be used only for the stated purpose.

(4) The records are to be used only for the stated purpose.

(e) The right of inspection granted by this Code section may not be abolished or limited by a corporation's articles of incorporation or bylaws. However, the right to inspection enumerated in subsection (c) of this Code section may be limited by a corporation's articles of incorporation or bylaws for shareholders owning 2 percent or less of the shares outstanding.

(e) The right of inspection granted by this Code section may not be abolished or limited by a corporation's articles of incorporation or bylaws. However, the right to inspection enumerated in subsection (c) of this Code section may be limited by a corporation's articles of incorporation or bylaws for shareholders owning 2 percent or less of the shares outstanding.

(f) This Code section does not affect: (1) The right of a shareholder to inspect records under Code Section 14-2-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

(f) This Code section does not affect:

(1) The right of a shareholder to inspect records under Code Section 14-2-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(1) The right of a shareholder to inspect records under Code Section 14-2-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

(g) For purposes of this Code section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

(g) For purposes of this Code section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
O.C.G.A. § 14-3-128 — GA Code / Title 14 / Chapter 3 / Section 14-3-128
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-3-128
Status: in_force

(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.

(a) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.

(b) A certificate of existence or authority sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state; (3) That its most recent annual registration required by Code Section 14-3-1622 has been delivered to the Secretary of State; and (4) That articles of dissolution have not been filed.

(b) A certificate of existence or authority sets forth:

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;

(2) That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;

(3) That its most recent annual registration required by Code Section 14-3-1622 has been delivered to the Secretary of State; and

(3) That its most recent annual registration required by Code Section 14-3-1622 has been delivered to the Secretary of State; and

(4) That articles of dissolution have not been filed.

(4) That articles of dissolution have not been filed.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authority issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authority issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
O.C.G.A. § 14-8-5 — GA Code / Title 14 / Chapter 8 / Section 14-8-5
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-8-5
Status: in_force

In any case not provided for in this chapter, the other provisions of this Code and the rules of common law and equity shall govern.
O.C.G.A. § 14-9a-44 — GA Code / Title 14 / Chapter 9A / Section 14-9a-44
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-9A-44
Status: in_force

(a) A limited partner may loan money to and transact other business with the partnership and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in respect to any such claim: (1) Receive or hold as collateral security any partnership property; or (2) Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

(a) A limited partner may loan money to and transact other business with the partnership and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in respect to any such claim:

(1) Receive or hold as collateral security any partnership property; or

(1) Receive or hold as collateral security any partnership property; or

(2) Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

(2) Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

(b) The receiving of collateral security, or a payment, conveyance, or release in violation of subsection (a) of this Code section is a fraud on the creditors of the partnership.

(b) The receiving of collateral security, or a payment, conveyance, or release in violation of subsection (a) of this Code section is a fraud on the creditors of the partnership.
O.C.G.A. § 14-11-708 — GA Code / Title 14 / Chapter 11 / Section 14-11-708
Georgia Code Title 14. Corporations, Partnerships, and Associations § 14-11-708
Status: in_force

The Secretary of State may commence a proceeding under Code Section 14-11-709 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if:

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

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

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

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

(4) The foreign limited liability company does not inform the Secretary of State under Code Section 14-11-703 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 limited liability company does not inform the Secretary of State under Code Section 14-11-703 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) A member, manager, other owner, or agent of the foreign limited liability company 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 member, manager, other owner, or agent of the foreign limited liability company 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 company is organized stating that it has been dissolved, terminated, 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 records in the jurisdiction under whose law the foreign limited liability company is organized stating that it has been dissolved, terminated, or disappeared as the result of a merger.