GA Code § 14-2-620 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 2 - Issuance of Shares|§ 14-2-620. Subscription for Shares Before Incorporation

  A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.   The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.   Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.   If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.   A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Code Section 14-2-621.     (Code 1981, §14-2-620, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article discussing guidelines governing share subscription agreements, see 3 Ga. L. Rev. 11 (1968).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 475 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 249, 250, 252, 279.   ALR.    - Liability of corporation on contracts of promoters, 17 A.L.R. 452; 49 A.L.R. 673; 123 A.L.R. 726.    Binding effect of subscription to stock in corporation to be formed, 61 A.L.R. 1463.    Infant's rights and liabilities on subscription to or purchase of corporate stock, 64 A.L.R. 972.    Liability under trust-fund doctrine of subscribers to stock of corporation the charter of which has been canceled for reasons other than insolvency, 71 A.L.R. 103; 90 A.L.R. 1350.    Necessity and sufficiency of notice of withdrawal of subscription to stock in projected corporation, 71 A.L.R. 1345.    Liability of promoters for fraud or misrepresentation to persons subscribing for shares after formation of corporation, 72 A.L.R. 355.    Fraud: necessity for knowledge of falsity of representation as to value, inducing subscription to or purchase of corporate stock, or other securities, 73 A.L.R. 1120.    Construction, application, and effect of statutes giving corporation a lien on shares of its stockholders for debts due from stockholders to corporation, 80 A.L.R. 1338.    Validity and effect of extrinsic agreement absolving one, in whole or part, from liability on subscription to corporate stock, 81 A.L.R. 198.    Right of action to recover purchase price under sale of corporate stock where title has not passed as affected by provision of Sales Act, 99 A.L.R. 275.    Validity of release, cancellation, or compromise of unpaid subscription for stock by corporation or its representatives, 101 A.L.R. 231.    Disposition of interest or rights in corporation represented by stock the owners of which cannot be found, 101 A.L.R. 670.    Consideration for subscription agreements, 151 A.L.R. 1238.   Enforcement of stock subscription after suit on note of subscriber is barred by statute of limitations, 11 A.L.R.2d 1380.   Applicability of Blue Sky Laws to preincorporation subscriptions, 50 A.L.R.2d 1103.