reglab/housing_qa huggingface dataset:
GA Code § 14-4-148 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 8 - Merger and Share Exchange|§ 14-4-148. Stockholders of Surviving or Resulting Corporation

 Each stockholder in either of the consolidating or merging corporations at the time the merger or consolidation becomes effective who is entitled to vote but who does not vote against the merger or consolidation and object thereto in writing, as provided in Code Section 14-4-143, and each stockholder in each of the constituent corporations at the time the merger or consolidation becomes effective who is not entitled to vote and who does not object thereto in writing, as provided in Code Section 14-4-143, shall cease to be a stockholder in such constituent corporation and shall be deemed to have assented to the consolidation or merger. Such stockholders together with the stockholders voting in favor of the consolidation or merger shall be entitled to receive certificates of stock in the surviving or resulting corporation or other securities or property in the manner and on the terms specified in the agreement.   (Code 1933, § 22-4409, enacted by Ga. L. 1968, p. 565, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2252 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 908.
GA Code § 14-4-149 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 8 - Merger and Share Exchange|§ 14-4-149. Article Cumulative of Other Provisions

 The right and power to merge or consolidate provided by this article is cumulative and is in addition to any power or right to merge or consolidate vested in corporations created prior to April 1, 1969, or provided by or under the terms of other statutes or this Code.   (Code 1933, § 22-4410, enacted by Ga. L. 1968, p. 565, § 1.)
GA Code § 14-4-150 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 8 - Merger and Share Exchange|§ 14-4-150. Recording of Charter of Consolidated or Merged Corporation

 Upon the merger or consolidation of corporations as provided in this article, the consolidated corporation or the corporation into which the constituent corporations are merged may cause to be recorded in the records of any clerk of any superior court of this state a certified copy of the charter of the consolidated corporation or the corporation into which the constituent corporations are merged with the certificate of the Secretary of State thereon with the same force and effect as is provided by the statutes of this state for the record of deeds conveying title to land.   (Code 1933, § 22-4411, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1976, p. 1102, § 36.)
GA Code § 14-4-160 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 9 - Forfeiture and Dissolution|§ 14-4-160. Forfeiture of Charter

  A corporation may forfeit its charter:   By failure to file its annual registration with the Secretary of State as required by Code Section 14-4-180 or by failure to file its annual license or occupational tax return on or before the day such return becomes due;   By having procured its charter through fraud; or   By continuing to violate the laws of this state in a manner likely to injure the public or the corporation's shareholders, creditors, or debtors after written notice by the Secretary of State to the corporation at its last known address as shown by the records of the Secretary of State, except that the Secretary of State shall not declare a forfeiture on this ground so long as the corporation is contesting in good faith in any appropriate judicial or administrative proceeding the alleged violation or violations of the laws of this state.     Forfeiture may be declared by the Secretary of State for the reasons stated in this Code section, and such a forfeiture shall have the effect of dissolving the corporation; but before any forfeiture shall be so declared the corporation shall be afforded a hearing by the Secretary of State on not less than 30 days' notice. Such hearing shall be held in the office of the Secretary of State at such reasonable time as he shall designate.   From an adverse decision of the Secretary of State the corporation may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury; and the court shall either sustain the action of the Secretary of State or direct him to take such action as the court may deem proper.    (Code 1933, § 22-4109, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 97; Ga. L. 1989, p. 1027, § 31.)   Cross references.   - Institution by Department of Banking and Finance of quo warranto or other appropriate proceedings to vacate and forfeit articles of incorporation of financial institution, § 7-1-92.    Voluntary dissolution of financial institutions, § 7-1-113 et seq.   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2377 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 37. 19 C.J.S., Corporations, §§ 926, 927, 938, 939, 943.
GA Code § 14-4-161 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 9 - Forfeiture and Dissolution|§ 14-4-161. Effect of Dissolution Upon Causes of Action; Service of Process

  The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction nor operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it at the time of such dissolution; but all such pending actions may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.   Actions for the enforcement of any demand or cause of action due by a dissolved corporation may to a like extent be instituted and enforced against it in any court having jurisdiction thereof at the time of its dissolution; and service thereon may be perfected either by seizure of the property of such corporation, by any form of legal process, or by serving with process issued upon said actions any person who, as an agent or officer of such corporation, was subject to be served as its officer or agent at the time of such dissolution.    (Ga. L. 1918, p. 136, §§ 1, 2; Code 1933, §§ 22-1210, 22-1211; Code 1933, §§ 22-4110, 22-4111, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1982, p. 3, § 14.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2410 et seq.   C.J.S.   - 19 C.J.S., Corporations, § 954.   ALR.   - Who is "managing agent" of domestic corporation within statute providing for service of summons or process thereon, 71 A.L.R.2d 178.   Manner of service of process upon foreign corporation which has withdrawn from state, 86 A.L.R.2d 1000.   Attorney representing foreign corporation in litigation as its agent for service of process in unconnected actions or proceedings, 9 A.L.R.3d 738.
GA Code § 14-4-180 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 10 - Annual Reports and Fees|§ 14-4-180. Annual Registration Required

 It shall be the duty of all corporations incorporated by the Secretary of State to file with the Secretary of State an annual registration as prescribed by Code Section 14-2-1622.   (Ga. L. 1906, p. 105, § 2; Civil Code 1910, § 2209; Code 1933, § 22-1703; Code 1933, § 22-4601, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 69; Ga. L. 1977, p. 324, § 17; Ga. L. 1989, p. 1027, § 32.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 153.   C.J.S.   - 19 C.J.S., Corporations, § 682.   ALR.   - Persons liable under statutes imposing, upon directors, officers, or trustees of a corporation, personal liability for its debts on account of their failure to file or publish reports, required by law, as to corporate matters, 39 A.L.R.3d 428.
GA Code § 14-4-180.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 10 - Annual Reports and Fees|§ 14-4-180.1. Valid Period for Annual Registration

 Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section 14-4-180 to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.    (Code 1981, §14-4-180.1, enacted by Ga. L. 2017, p. 145, § 1-3/HB 87.)
GA Code § 14-4-181 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 10 - Annual Reports and Fees|§ 14-4-181. Penalty for Failure to Report

 Reserved. Repealed by Ga. L. 1989, p. 1027, § 33, effective July 1, 1989.   Editor's notes.   - This Code section was based on Ga. L. 1906, p. 105, § 4; Ga. L. 1968, p. 565, § 1; Ga. L. 1975, p. 778, § 3.
GA Code § 14-4-182 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 10 - Annual Reports and Fees|§ 14-4-182. Filing of Reports by Secretary of State; Correction of Improper Reports

 Reserved. Repealed by Ga. L. 1989, p. 1027, § 34, effective July 1, 1989.   Editor's notes.   - This Code section was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1982, p. 3, § 14.
GA Code § 14-4-183 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 4 - Secretary of State Corporations|Article 10 - Annual Reports and Fees|§ 14-4-183. Fees of Secretary of State for Filing Documents

 The Secretary of State shall collect fees as prescribed in Code Section 14-2-122 when the documents described in this chapter are delivered to him for filing.   (Code 1933, § 22-4701, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, §§ 70, 71; Ga. L. 1989, p. 1027, § 35.)   Cross references.   - Fees to be paid to Secretary of State for filing of articles of incorporation or amendment of financial institutions, § 7-1-862.
GA Code § 14-5-1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-1. Intention

 This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations and is not intended to change or alter the legal status of any corporation in existence on April 1, 1969.   (Code 1933, § 22-5601, enacted by Ga. L. 1969, p. 152, § 74.)
GA Code § 14-5-2 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-2. By Whom Powers Granted

 All corporate powers and privileges of banking, trust, insurance, railroad, canal, navigation, express, and telegraph companies shall be issued and granted by the Secretary of State. Corporate powers and privileges of all other private companies shall be granted only as provided in Chapters 2 and 3 of this title.   (Code 1933, § 22-5101, enacted by Ga. L. 1968, p. 565, § 1.)   Cross references.   - Granting corporate powers and privileges, Ga. Const. 1983, Art. III, Sec. VI, Para. V.   RESEARCH REFERENCES   ALR.    - Power and duty of bank which has acquired a public service plant to continue its operation, 8 A.L.R. 248.    Right of insurance company, in view of its public interest, to reject applications for insurance (including validity, construction, and application of statutes in that regard), 123 A.L.R. 139.
GA Code § 14-5-3 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-3. Right of State to Withdraw Franchise When Charter Granted Since January 1, 1863

 In all cases of private charters granted to corporations since January 1, 1863, the state reserves the right to withdraw the franchise unless such right is expressly negatived in the charter.   (Orig. Code 1863, § 1636; Code 1868, § 1681; Code 1873, § 1682; Code 1882, § 1682; Civil Code 1895, § 1880; Civil Code 1910, § 2239; Code 1933, § 22-1202; Code 1933, § 22-5102, enacted by Ga. L. 1968, p. 565, § 1.)   Law reviews.   - For survey article on business associations, see 34 Mercer L. Rev. 13 (1982).   JUDICIAL DECISIONS   Editor's notes.   - In light of the similarity of the provisions, decisions under former Code 1868, § 1681, and former Code 1882, § 1682, are included in the annotations for this Code section.   Includes power to modify.    - The power to withdraw an entire franchise necessarily includes the power to modify or restrict the exercise of it. West End & A. St. R.R. v. Atlanta St. R.R., 49 Ga. 151 (1873) (decided under former Code 1868, § 1681).    If the corporation has made contracts,  valid under the laws of the state at the time they were made, the state cannot unmake them, or impose other or different terms on the corporation, to its injury, and for the benefit of the other contracting party. Coast-Line R.R. v. Mayor of Savannah, 30 F. 646 (S.D. Ga. 1887) (decided under former Code 1868, § 1682).   If rights vested, there is no state control.    - The state under former Code 1882, § 1682 (see now O.C.G.A. § 14-5-3) has no control over vested rights and interests, acquired by the company, and not constituting a part of the act of incorporation. Coast-Line R.R. v. Mayor of Savannah, 30 F. 646 (S.D. Ga. 1887) (decided under former Code 1868, § 1682).   Corporation's power to impair shareholders' rights differs from state's power.    - There is a substantial difference between corporation's attempting to reserve right to impair vested rights of its shareholders through altering or amending its internal structure and retention by state of power to modify or withdraw charters granted to corporations created by the state. Baugh v. Citizens & S. Nat'l Bank, 248 Ga. 180, 281 S.E.2d 531 (1981).   Repeal by implication.    - Since in an act of incorporation the legislature has reserved the right of repeal (which would seem to be in every instance since the adoption of this section), repeal may be by implication of a precedent affirmative statute so far as it is contrary thereto. West End & A. St. R.R. v. Atlanta St. R.R., 49 Ga. 151 (1873) (decided under former Code 1868, § 1681).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 78 et seq.
GA Code § 14-5-5 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-5. Personal Use or Borrowing of Corporate Property by Officer or Director

 Reserved. Repealed by Ga. L. 1988, p. 1070, § 2, effective July 1, 1989.   Editor's notes.   - This Code section was based on Ga. L. 1887, p. 94, § 1; Civil Code 1895, § 1872; Civil Code 1910, § 2236; Code 1933, § 22-723; Code 1933, § 22-5104, enacted by Ga. L. 1968, p. 565, § 1.   Ga. L. 2015, p. 5, § 14/HB 90, effective March 13, 2015, part of an Act to revise, modernize, and correct the Code, reserved the designation of this Code section.
GA Code § 14-5-8 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-8. Joint Tenancy of Shares and Securities

 Whenever certificates for shares or other securities issued by domestic or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy on the books or records of the corporation, it is presumed in favor of the corporation, its registrar, and its transfer agent that the shares or other securities are owned by such persons in joint tenancy with right of survivorship and not otherwise. A domestic or foreign corporation or its registrar or transfer agent is not liable for transferring or causing to be transferred on the books of the corporation to the surviving joint tenants where a joint tenant dies a resident of this state any share or shares or other securities theretofore issued by the corporation to two or more persons in joint tenancy with right of survivorship on the books or records of the corporation, whether or not the transfer was made by the corporation or its registrar or transfer agent with actual or constructive knowledge of the existence of any understanding, agreement, condition, or evidence that the shares or securities were held other than in joint tenancy or with actual or constructive knowledge of the invalidity of the joint tenancy or of a breach of trust by the joint tenants.   (Ga. L. 1967, p. 647, § 1; Code 1933, § 22-5107, enacted by Ga. L. 1968, p. 565, § 1.)   Cross references.   - Joint tenancy with survivorship generally, § 44-6-190.   Law reviews.   - For article discussing joint tenancy arrangements as a means of avoiding probate, see 6 Ga. L. Rev. 74 (1971). For article, "Transfer-on-Death Securities Registration: A New Title Form," see 21 Ga. L. Rev. 789 (1987).   JUDICIAL DECISIONS   Joint tenancy not terminated by tenant's incapacity.    - Joint tenancies in bank and stock investment accounts and in real property did not terminate as a matter of law when one of the joint tenants was declared incapacitated and a guardian was appointed for the tenant's person and property. A guardian, unlike a trustee, has no beneficial title in the ward's estate, but is merely a custodian or manager. Moore v. Self, 222 Ga. App. 71, 473 S.E.2d 507 (1996).   Joint property not property of trust estate.    - Funds, which had been deposited by a trust donor from a joint account in the names of one of the beneficiaries, the donor, and the trustee had been used prior to the donor's death to purchase securities in the name of the donor and the trustee as joint tenants; those securities properly belonged to the trustee as the surviving party under O.C.G.A. §§ 7-1-813(a) and14-5-8, and did not belong to the trust estate. Davis v. Walker, 288 Ga. App. 820, 655 S.E.2d 634 (2007).   RESEARCH REFERENCES   ALR.    - Statute relating to joint tenancy in personal property as applicable to choses in action, 144 A.L.R. 1465.
GA Code § 14-5-9 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-9. Jurisdiction and Service of Summons in Garnishment Proceedings

 The court in which is pending an action, attachment, or judgment upon which is sought garnishment against a corporation shall also have jurisdiction of the garnishment proceeding where the corporation has an agent and place of business in the county in which the court is situated. Service of the summons of garnishment upon the agent in charge of the office or business of the corporation in that county shall be sufficient service.   (Ga. L. 1884-85, p. 99, § 2; Civil Code 1895, § 1900; Civil Code 1910, § 2259; Code 1933, § 22-1102; Code 1933, § 22-5302, enacted by Ga. L. 1968, p. 565, § 1.)   Law reviews.   - For note discussing problems with venue in Georgia, and proposing statutory revisions to improve the resolution of venue questions, see 9 Ga. St. B. J. 254 (1972).   JUDICIAL DECISIONS    Cited in Davenport v. Petroleum Delivery Serv. of Ga., Inc., 235 Ga. 116, 218 S.E.2d 848 (1975).   RESEARCH REFERENCES   ALR.    - Conclusiveness, as regards venue, of designation of place of business in incorporation papers, 175 A.L.R. 1092.   Who is "managing agent" of domestic corporation within statute providing for service of summons or process thereon, 71 A.L.R.2d 178.
GA Code § 14-5-10 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-10. Derivative Actions

 Reserved. Repealed by Ga. L. 1988, p. 1070, § 2, effective July 1, 1989.   Editor's notes.   - This Code section was based on Ga. L. 1968, p. 565, § 1; Ga. L. 1969, p. 152, § 73; Ga. L. 1970, p. 605, § 5. For present provisions governing derivative actions, see Code Section 14-2-831.   Ga. L. 2015, p. 5, § 14/HB 90, effective March 13, 2015, part of an Act to revise, modernize, and correct the Code, reserved the designation of this Code section.
GA Code § 14-5-11 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-11. Applicability of Chapters 2 and 3 to Corporations Chartered by General Assembly; Filing of Annual Registration With Secretary of State

  If there is no other statute which authorizes or prescribes the manner in which any domestic corporation which is not otherwise subject to Chapter 2 or Chapter 3 of this title may amend its charter or articles of incorporation, merge, or take any other action which a corporation which is subject to Chapter 2 or Chapter 3 of this title is authorized to take, such domestic corporation is authorized to take such action in the same manner and subject to the same provisions, conditions, limitations, and procedures prescribed in Chapter 2 or Chapter 3 of this title. The provisions of this Code section shall apply to corporations chartered by Acts of the General Assembly of Georgia.   Each domestic corporation and each foreign corporation which is doing business in this state and which is not otherwise required to register with the Secretary of State under any other law of this state shall deliver to the Secretary of State for filing an annual registration in the same manner, containing the same information, and subject to the same conditions, requirements, fees, and procedures as set out in Code Section 14-2-1622. Any corporation failing to file such registration shall be subject to the same penalties as provided in Chapter 2 of this title for corporations which fail to file an annual registration.     (Code 1981, §14-5-11, enacted by Ga. L. 1989, p. 1027, § 36.)
GA Code § 14-5-11.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 5 - Miscellaneous Provisions Relating to Corporations|Article 1 - General Provisions|§ 14-5-11.1. Valid Period for Annual Registration

 Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section 14-5-11 to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.    (Code 1981, §14-5-11.1, enacted by Ga. L. 2017, p. 145, § 1-4/HB 87.)