reglab/housing_qa huggingface dataset:
GA Code § 14-2-810 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 8 - Directors and Officers|Part 7 - Disclaimer of Business Opportunities|§ 14-2-810. Vacancy on Board

  RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1192 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 518 et seq.   ALR.   - Provision authorizing directors to fill vacancy as applicable to newly created directorships, 6 A.L.R.2d 174.
GA Code § 14-2-901 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 1 - Creation|§ 14-2-901. Application of Business Corporation Code and Professional Corporation Act

  This chapter applies to statutory close corporations to the extent not inconsistent with the provisions of this article.   This article applies to a professional corporation organized under Chapter 7 of this title, known as the "Georgia Professional Corporation Act," whose articles of incorporation contain the statement required by Code Section 14-7-3, except insofar as the "Georgia Professional Corporation Act" contains inconsistent provisions, if such professional corporation's articles of incorporation also contain the statement required by subsection (a) of Code Section 14-2-902.   This article does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under this chapter or Chapter 7 of this title, known as the "Georgia Professional Corporation Act" and that does not elect to become a statutory close corporation under Code Section 14-2-902.     (Code 1981, §14-2-901, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1995, p. 482, § 6.)
GA Code § 14-2-902 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 1 - Creation|§ 14-2-902. Definition and Election of Statutory Close Corporation Status

  A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.   A corporation having 50 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a) of this Code section. The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.     (Code 1981, §14-2-902, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 38.   ALR.   - When is corporation close, or closely-held, corporation under common or statutory law, 111 A.L.R.5th 207.
GA Code § 14-2-910 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-910. Notice of Statutory Close Corporation Status on Issued Shares

  The following statement must appear conspicuously on each share certificate issued by a statutory close corporation:  "The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation."    Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a) of this Code section.   The notice required by this Code section satisfies all requirements of this article and of Code Section 14-2-627 that notice of share transfer restrictions be given.   A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this Code section is bound by the documents referred to in the notice. Any document referred to in subsection (a) of this Code section, whether or not referred to on the share certificate in the manner required by this Code section, is enforceable against a person with knowledge of the document.   A corporation shall provide to any shareholder upon his written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.     (Code 1981, §14-2-910, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 568.
GA Code § 14-2-911 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-911. Share Transfer Prohibition

  An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Code Section 14-2-912.   Except to the extent the articles of incorporation provide otherwise, this Code section does not apply to a transfer:   To the corporation or to any other holder of the same class or series of shares;   To members of the shareholder's immediate family (or to a trust, all of whose beneficiaries are members of the shareholder's immediate family), which immediate family consists of his spouse, parents, lineal descendants (including adopted children and stepchildren), and the spouse of any lineal descendant, and brothers and sisters;   That has been approved in writing by all of the holders of the corporation's shares having general voting rights;   To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;   By merger or share exchange under Article 11 of this chapter or an exchange of existing shares for other shares of a different class or series of the corporation;   By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or   Made after termination of the corporation's status as a statutory close corporation.       (Code 1981, §14-2-911, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 563.   C.J.S.   - 18 C.J.S., Corporations, § 287 et seq.   ALR.   - Validity of restrictions on alienation or transfer of corporate stock, 61 A.L.R.2d 1318.   Validity and construction of provision restricting transfer of corporate stock, which conditions transfer upon consent of one other than shareholder, officer, or director of corporation, 53 A.L.R.3d 1272.   Validity of "consent restraint" on transfer of shares of close corporation, 69 A.L.R.3d 1327.
GA Code § 14-2-913 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-913. Attempted Share Transfer in Breach of Prohibition

  An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.   An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Code Section 14-2-910 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them; provided, however, that in the case of a gift, the purchase shall be at a price and upon terms which are agreed upon by the parties, or if no agreement is reached, then at the fair value of the shares and upon terms as determined by a court in accordance with standards set forth in Code Section 14-2-942. To exercise its option, the corporation must give the transferee written notice within 30 days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.     (Code 1981, §14-2-913, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   ALR.   - Use of marketability discount in valuing closely held corporation or its stock, 16 A.L.R.6th 693.
GA Code § 14-2-914 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-914. Compulsory Purchase of Shares After Death of Shareholder

  This Code section and Code Sections 14-2-915 through 14-2-917 apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved.   The provisions of Code Sections 14-2-915 through 14-2-917 may be modified only if the modification is set forth or referred to in the articles of incorporation.   An amendment to the articles of incorporation to provide for application of Code Sections 14-2-915 through 14-2-917, or to modify or delete the provisions of these Code sections, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.   A shareholder who votes against an amendment to modify or delete the provisions of Code Sections 14-2-915 through 14-2-917 is entitled to dissenters' rights under Article 13 of this chapter if the amendment upon adoption terminates or substantially alters his existing rights under these Code sections to have his shares purchased.   A shareholder may waive his and his estate's rights under Code Sections 14-2-915 through 14-2-917 by a signed writing.   Code Sections 14-2-915 through 14-2-917 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independently of these Code sections.     (Code 1981, §14-2-914, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-915 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-915. Exercise of Compulsory Purchase Right

  A person entitled and desiring to exercise the compulsory purchase right described in Code Section 14-2-914 must deliver a written notice to the corporation, within 120 days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.   Within 20 days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than 40 days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.   The corporation must deliver a purchase offer to the person requesting it within 75 days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person must accept the purchase offer in writing within 15 days after receiving it or the offer is rejected.   A corporation agreeing to purchase shares under this Code section may allocate some or all of the shares pro rata to those of its shareholders who desire to purchase the shares unless all of the shareholders who desire to purchase approve a different allocation to the shareholders or to other persons.If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.   If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under Code Section 14-2-916.     (Code 1981, §14-2-915, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 42; Ga. L. 1990, p. 257, §§ 6, 7.)
GA Code § 14-2-916 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-916. Court Action to Compel Purchase

  If an offer to purchase shares made under Code Section 14-2-915 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the superior court of the county where the corporation's registered office is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.   The court shall determine the fair value of the shares subject to compulsory purchase in accordance with standards set forth in Code Section 14-2-942 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.   After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.   If the corporation or other purchaser does not make a payment required by the court's order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.   A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.     (Code 1981, §14-2-916, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   ALR.   - Use of marketability discount in valuing closely held corporation or its stock, 16 A.L.R.6th 693.
GA Code § 14-2-917 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 2 - Shares|§ 14-2-917. Court Costs and Other Expenses

  The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided in subsection (b) of this Code section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.   The court may assess all or a portion of the total costs of the proceedings:   Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or   Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last purchase offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.       (Code 1981, §14-2-917, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 43.)
GA Code § 14-2-921 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 3 - Governance|§ 14-2-921. Special Terms and Powers of Directors

 The articles of incorporation or a bylaw adopted by the shareholders of a statutory close corporation may confer upon holders of any class or series of shares the right to elect one or more directors who shall serve for such term and have such voting powers as shall be stated in the articles of incorporation or a bylaw adopted by the shareholders. The terms of office and voting powers of the directors elected in the manner so provided in the articles of incorporation or a bylaw adopted by the shareholders may be greater than or less than those of any other director or class of directors.    (Code 1981, §14-2-921, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 44; Ga. L. 1990, p. 257, § 9.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, §§ 1186 et seq., 1264 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 456 et seq. 19 C.J.S., Corporations, §§ 535, 549, 550.
GA Code § 14-2-923 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 3 - Governance|§ 14-2-923. Bylaws

  A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Code Section 14-2-920.   If a corporation does not have bylaws when its statutory close corporation status terminates under Code Section 14-2-931, the corporation shall immediately adopt bylaws under Code Section 14-2-206.     (Code 1981, §14-2-923, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   C.J.S.   - 18 C.J.S., Corporations, § 154.
GA Code § 14-2-924 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 3 - Governance|§ 14-2-924. Annual Meeting

  The annual meeting date for a statutory close corporation is the first business day after the thirty-first day of May unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Code Section 14-2-920 fixes a different date.   A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (a) of this Code section.     (Code 1981, §14-2-924, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 781 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 442, 443, 444.   ALR.   - Remedies to restrain or compel holding of stockholders' meeting, 48 A.L.R.2d 615.
GA Code § 14-2-925 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 3 - Governance|§ 14-2-925. Execution of Documents in More Than One Capacity

 Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.    (Code 1981, §14-2-925, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 1291 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 690, 745.
GA Code § 14-2-926 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 3 - Governance|§ 14-2-926. Limited Liability

 The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.    (Code 1981, §14-2-926, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 717 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 503, 504, 505.   ALR.    - Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941.    Stockholders' statutory liabilities as affected by alleged defects or irregularities in organization of corporation, 102 A.L.R. 327.   Stockholder's personal conduct of operations or management of assets as factor justifying disregard of corporate entity, 46 A.L.R.3d 428.
GA Code § 14-2-931 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 4 - Reorganization and Termination|§ 14-2-931. Termination of Statutory Close Corporation Status

  A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section 14-2-922, the amendment must either comply with Code Section 14-2-801 or delete the statement dispensing with the board of directors from its articles of incorporation.   An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.   If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of this chapter.     (Code 1981, §14-2-931, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 38 et seq., 78 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 57 et seq.   ALR.    - Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.   Change in name, location, composition, or structure of obligor commercial enterprise subsequent to execution of guaranty or surety agreement as affecting liability of guarantor or surety to the obligee, 69 A.L.R.3d 567.