reglab/housing_qa huggingface dataset:
GA Code § 14-2-932 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 4 - Reorganization and Termination|§ 14-2-932. Effect of Termination of Statutory Close Corporation Status

  A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of this title, known as the "Georgia Professional Corporation Act," to all provisions of that chapter.   Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement, the bylaws, or the articles of incorporation unless this article, this chapter, or another law of this state invalidates the right.     (Code 1981, §14-2-932, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 10.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 19 Am. Jur. 2d, Corporations, § 2377 et seq.
GA Code § 14-2-933 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 4 - Reorganization and Termination|§ 14-2-933. Shareholder Option to Dissolve Corporation

  The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and begin dissolution proceedings under Code Sections 14-2-1403 through 14-2-1408.   Unless the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders provides otherwise, an amendment to the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders to add, change, or delete the authority to dissolve described in subsection (a) of this Code section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.     (Code 1981, §14-2-933, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 46; Ga. L. 1990, p. 257, § 11.)
GA Code § 14-2-941 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 5 - Judicial Supervision|§ 14-2-941. Ordinary Relief

  If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section 14-2-940 exist, it may order one or more of the following types of relief:   The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;   The cancellation or alteration of any provision in the corporation's articles of incorporation, bylaws, or agreement among the shareholders;   The removal from office of any director or officer;   The appointment of any individual as a director or officer;   An accounting with respect to any matter in dispute;   The appointment of a custodian to manage the business and affairs of the corporation;   The appointment of a provisional director (who has all the rights, powers, and duties of a duly elected director) to serve for the term and under the conditions prescribed by the court;   The payment of dividends;   The award of damages to any aggrieved party.     If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including attorneys' fees and the expenses of appraisers or other experts, incurred in the proceeding.     (Code 1981, §14-2-941, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1990, p. 257, § 12.)
GA Code § 14-2-942 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 5 - Judicial Supervision|§ 14-2-942. Extraordinary Relief; Share Purchase

  If the court finds that the ordinary relief described in subsection (a) of Code Section 14-2-941 is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section 14-2-943 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this Code section.   If the court orders a share purchase, it shall:   Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers (if any) appointed by the court, and the legal constraints on the corporation's ability to purchase the shares;   Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;   Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;   Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and   Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Code Section 14-2-943.     After the purchase order is entered, any party may petition the court to modify the terms of the 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 is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.     (Code 1981, §14-2-942, 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 § 14-2-943 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 5 - Judicial Supervision|§ 14-2-943. Extraordinary Relief; Dissolution

  The court may dissolve the corporation if it finds that:   There are one or more grounds for judicial dissolution under Code Section 14-2-1430; or   All other relief ordered by the court under Code Section 14-2-941 or Code Section 14-2-942 has failed to resolve the matters in dispute.     In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.     (Code 1981, §14-2-943, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-950 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 9 - Close Corporations|Part 6 - Transition Provisions|§ 14-2-950. Application to Existing Corporations

 This article applies to all corporations electing statutory close corporation status under Code Section 14-2-902 after July 1, 1989.    (Code 1981, §14-2-950, enacted by Ga. L. 1988, p. 1070, § 1.)
GA Code § 14-2-1001 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1001. Authority to Amend

  A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.   A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.     (Code 1981, §14-2-1001, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "Going Private Through Stock Reclassification," see 15 (No. 7) Ga. St. B. J. 14 (2010).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 78 et seq., 90 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 79 et seq.   ALR.    - Changes in corporate organization as affecting status as trustee, executor, administrator, or guardian, 61 A.L.R. 994; 131 A.L.R. 753.    Power of corporation to amend its charter in respect of character or kind of business, 111 A.L.R. 1525.    Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.    Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 A.L.R. 1374.   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.
GA Code § 14-2-1002 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1002. Amendment by Board of Directors

 Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:    To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;   To delete the names and addresses of the initial directors;   To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;   To delete the name and address of each incorporator;   To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State;   To change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;   To change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding;   To change the corporate name; or   To make any other change expressly permitted by this chapter to be made without shareholder action.     (Code 1981, §14-2-1002, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1996, p. 1203, § 6.)   Law reviews.   - For article, "The Acquisition Process and the Closely-Held Corporation: Selected Legal Aspects," see 36 Mercer L. Rev. 567 (1985).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 90 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 82 et seq.
GA Code § 14-2-1003 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1003. Amendment by Board of Directors and Shareholders

  A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.   For the amendment to be adopted:   The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the amendment, in which case the board of directors shall transmit to the shareholders the basis for such determination; and   The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this Code section.     The board of directors may condition its submission of the proposed amendment, the effectiveness of the proposed amendment, or both on any basis.   The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705. The notice of meeting must also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   Unless this chapter, the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this Code section require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote on the amendment.   At any time prior to the time the amendment becomes effective, notwithstanding authorization of the proposed amendment by the shareholders of the corporation, the board of directors may abandon such proposed amendment without further shareholder action. If the amendment is abandoned after articles of amendment have been filed with the Secretary of State but before the amendment has become effective, a statement that the amendment has been abandoned in accordance with this Code section executed on behalf of the corporation shall be delivered to the Secretary of State for filing prior to the effectiveness of the amendment. Upon filing, the statement shall take effect and the amendment shall be deemed abandoned and shall not become effective.     (Code 1981, §14-2-1003, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 17; Ga. L. 2006, p. 825, § 6/SB 469.)   Law reviews.   - For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 90 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 82 et seq.
GA Code § 14-2-1005 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1005. Amendment Before Issuance of Shares

  If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation.   If any amendment before shares are issued makes a material change in the articles of incorporation, nonassenting subscribers for shares shall be entitled to rescind their subscriptions.     (Code 1981, §14-2-1005, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 397 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 82 et seq., 273.
GA Code § 14-2-1006 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1006. Articles of Amendment

 A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:    The name of the corporation;   The text of each amendment adopted;   If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;   The date of each amendment's adoption;   If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and   If approval of the shareholders was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of Code Section 14-2-1003.     (Code 1981, §14-2-1006, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 90 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 80.
GA Code § 14-2-1006.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1006.1. Publication of Notice of Change of Name

  Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation, to publish a notice of the filing of the articles of amendment as required by subsection (b) of this Code section.   No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located 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:  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 corporation 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 articles of amendment or the change of the name of the corporation.     RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 233.   C.J.S.   - 18 C.J.S., Corporations, §§ 139, 140.   ALR.   - 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.
GA Code § 14-2-1007 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1007. Restated Articles of Incorporation

  A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.   The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Code Section 14-2-1003.   If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section 14-2-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.   A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation including, or accompanied by a certificate setting forth, the following information:   Whether the restatement contains an amendment to the articles requiring shareholder approval, and, if it does not, that the board of directors adopted the restatement; or   If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Code Section 14-2-1006.     Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.   The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including any certificate filed pursuant to subsection (d) of this Code section.     (Code 1981, §14-2-1007, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 11; Ga. L. 2003, p. 897, § 5.)   Law reviews.   - For article discussing 1976 constitutional amendment transferring authority to grant corporate powers and privileges from the court to the Secretary of State, and subsequent procedural changes, see 13 Ga. St. B. J. 91 (1976).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 90 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 77 et seq.
GA Code § 14-2-1008 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1008. Amendment Pursuant to Reorganization

 Reserved. Repealed by Ga. L. 2006, p. 825, § 7/SB 469, effective July 1, 2006.   Editor's notes.   - This Code section was based on Code 1981, § 14-2-1008, enacted by Ga. L. 1988, p. 1070, § 1.
GA Code § 14-2-1009 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 10 - Amendment of Articles of Incorporation and Bylaws|Part 1 - Amendment of Articles of Incorporation|§ 14-2-1009. Effect of Amendment

 An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.    (Code 1981, §14-2-1009, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article, "2006 Amendments to Georgia's Corporate Code and Alternative Entity Statutes," see 12 Ga. St. B. J. 12 (2007).   RESEARCH REFERENCES   C.J.S.   - 18 C.J.S., Corporations, § 81.   ALR.    - Changes in corporate organization as affecting status as trustee, executor, administrator, or guardian, 131 A.L.R. 753.