GA Code § 14-2-140 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 1 - General Provisions|Part 4 - Definitions|§ 14-2-140. Definitions

 As used in this chapter, the term:    "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.   "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.   "Conspicuous" or "conspicuously" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color or typing in capitals or underlined is conspicuous.   "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.   "Deliver" includes delivery by hand, mail, private carrier, and electronic transmission.   "Distribution" means a direct or indirect transfer of money or other property except its own shares or rights to acquire its own shares or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.   "Effective date of notice" is defined in Code Section 14-2-141.   "Electronic network" means any medium for sending, receiving, and viewing electronic transmissions among persons.   "Electronic transmission" or "electronically transmitted" means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Electronic transmissions include, but are not limited to, telegraphs, telegrams, cablegrams, teletypes, e-mail, and facsimile transmissions.   "Employee" includes an officer but not a director. A director may accept duties that make him or her also an employee.   "Entity" includes corporation and foreign corporation; nonprofit corporation and foreign nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, general partnership, limited partnership, trust, two or more persons having a joint or common economic interest; limited liability company and foreign limited liability company; limited liability partnership and foreign limited liability partnership; and state, United States, and foreign government.   "First class" includes, when used with a reference to postage or mail, any class of postage or mail that is the equivalent of or better than first class under the then prevailing mail classifications.   "Foreign corporation" means a corporation for profit, including, but not limited to, a benefit corporation, social purpose corporation, or a substantially similar entity, incorporated under a law other than the law of this state.  (13.1) "Foreign limited liability company" means a limited liability company formed under the laws of a jurisdiction other than this state.    "Governmental subdivision" includes authority, county, district, and municipality.   "Includes" denotes a partial definition.   "Individual" includes the estate of an incompetent or deceased individual.  (16.1) "Limited liability company" means any limited liability company formed under Chapter 11 of this title.    "Mail" means the United States mail.   "Means" denotes an exhaustive definition.   "National securities exchange" means any securities exchange or securities quotation system if the securities listed on that exchange or system are exempt from the registration requirements of Chapter 5 of Title 10, known as the "Georgia Uniform Securities Act of 2008," pursuant to Code Section 10-5-10 or any successor provision.   "Notice" is defined in Code Section 14-2-141.   "Person" includes an individual and an entity.   "Principal office" means the office in or out of this state so designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located.   "Proceeding" includes civil suit and criminal, administrative, and investigatory action.   "Record date" means the date established under Article 6 or 7 of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.   "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under subsection (c) of Code Section 14-2-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.   "Share exchange" means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with Code Section 14-2-1102.   "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.   "Shares" means the units into which the proprietary interests in a corporation are divided.   "Sign" or "signature" includes any manual, facsimile, conformed, or electronic signature.   "State," when referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession and their agencies and governmental subdivisions of the United States.   "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.   "Treasury shares" means shares of a corporation which have been issued and which subsequently have been acquired by the corporation if the articles of incorporation of such corporation provide that shares so acquired become treasury shares. Treasury shares shall be deemed to be issued shares but not outstanding shares.   "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.   "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.     (Code 1981, §14-2-140, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 5; Ga. L. 1990, p. 257, § 1; Ga. L. 1993, p. 1231, § 1; Ga. L. 1995, p. 482, § 1; Ga. L. 1996, p. 1203, § 2; Ga. L. 1999, p. 405, § 3; Ga. L. 2004, p. 508, § 1; Ga. L. 2005, p. 60, § 14/HB 95; Ga. L. 2008, p. 381, § 7/SB 358; Ga. L. 2016, p. 225, § 2-1/SB 128; Ga. L. 2020, p. 305, § 2-1/HB 230.)    The 2016 amendment,  effective July 1, 2016, added paragraphs (13.1) and (16.1).    The 2020 amendment,  effective January 1, 2021, inserted ", including, but not limited to, a benefit corporation, social purpose corporation, or a substantially similar entity," in the middle of paragraph (13).   Cross references.   - Status of corporations as persons, § 1-2-1.   Law reviews.   - For article discussing "earned" surplus and "capital" surplus concepts under Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article discussing rights granted owners of unpaid and partly paid shares under the Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article discussing treasury shares and restrictions placed upon their use by a corporation, see 3 Ga. L. Rev. 11 (1968). For article discussing "stated capital" concept under the Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article discussing establishment and transaction of business in Georgia by a foreign corporation, see 27 Mercer L. Rev. 629 (1976). For review of 1996 corporation, partnership, and association legislation, see 13 Ga. St. U. L. Rev. 70.   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, opinions under former § 14-2-2, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.    Definition of "foreign corporation" is based upon the premise that such an entity must be a corporation; thus, since a business trust is not considered a corporate entity, it cannot be a foreign corporation under Georgia law and does not have to register with the Secretary of State as a corporation under the Georgia Business Corporation Code (see now O.C.G.A. § 14-2-101 et seq.). 1978 Op. Att'y Gen. No. 78-42 (decided under former Code 1933, § 22-102).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 3.   C.J.S.   - 18 C.J.S., Corporations, §§ 1, 8 et seq., 146 et seq., 172 et seq., 180 et seq., 249, 250, 368 et seq., 456 et seq. 19 C.J.S., Corporations, § 968.   ALR.    - Right of creditor of insolvent corporation to sue stockholder at law upon unpaid subscription, 7 A.L.R. 100.    Validity of release, cancellation, or compromise of unpaid subscription for stock by corporation or its representatives, 101 A.L.R. 231.    Eligibility as corporate director of one who was not stockholder in fact, or not stockholder of record, at time of election, but who afterwards became such, 130 A.L.R. 156.