reglab/housing_qa huggingface dataset:
GA Code § 13-8-56 (2021)
2021 Georgia Code|Title 13 - Contracts|Chapter 8 - Illegal and Void Contracts Generally|Article 4 - Restrictive Covenants in Contracts|§ 13-8-56. Reasonableness Determinations Restricting Competition; Presumptions

 In determining the reasonableness of a restrictive covenant that limits or restricts competition during or after the term of an employment or business relationship, the court shall make the following presumptions:    During the term of the relationship, a time period equal to or measured by duration of the parties' business or commercial relationship is reasonable, provided that the reasonableness of a time period after a term of employment shall be as provided for in Code Section 13-8-57;   A geographic territory which includes the areas in which the employer does business at any time during the parties' relationship, even if not known at the time of entry into the restrictive covenant, is reasonable, provided that:   The total distance encompassed by the provisions of the covenant also is reasonable;   The agreement contains a list of particular competitors as prohibited employers for a limited period of time after the term of employment or a business or commercial relationship; or   Both subparagraphs (A) and (B) of this paragraph;     The scope of competition restricted is measured by the business of the employer or other person or entity in whose favor the restrictive covenant is given; provided, however, that a court shall not refuse to enforce the provisions of a restrictive covenant because the person seeking enforcement establishes evidence that a restrictive covenant has been violated but has not proven that the covenant has been violated as to the entire scope of the prohibited activities of the person seeking enforcement or as to the entire geographic area of the covenant; and   Any restriction that operates during the term of an employment relationship, agency relationship, independent contractor relationship, partnership, franchise, distributorship, license, ownership of a stake in a business entity, or other ongoing business relationship shall not be considered unreasonable because it lacks any specific limitation upon scope of activity, duration, or geographic area so long as it promotes or protects the purpose or subject matter of the agreement or relationship or deters any potential conflict of interest.     (Code 1981, §13-8-56, enacted by Ga. L. 2011, p. 399, § 4/HB 30; Ga. L. 2019, p. 1056, § 13/SB 52.)    The 2019 amendment,  effective May 12, 2019, part of an Act to revise, modernize, and correct the Code, revised punctuation near the end of the introductory language of paragraph (2).   Law reviews.   - For article, "Contracts: Illegal and Void Contracts Generally," see 28 Ga. St. U.L. Rev. 21 (2011).
GA Code § 13-8-57 (2021)
2021 Georgia Code|Title 13 - Contracts|Chapter 8 - Illegal and Void Contracts Generally|Article 4 - Restrictive Covenants in Contracts|§ 13-8-57. Reasonableness Determinations Restricting Time; Presumptions

  In determining the reasonableness in time of a restrictive covenant sought to be enforced after a term of employment, a court shall apply the rebuttable presumptions provided in this Code section.   In the case of a restrictive covenant sought to be enforced against a former employee and not associated with the sale or ownership of all or a material part of:   The assets of a business, professional practice, or other commercial enterprise;   The shares of a corporation;   A partnership interest;   A limited liability company membership; or   An equity interest or profit participation, of any other type, in a business, professional practice, or other commercial enterprise,  a court shall presume to be reasonable in time any restraint two years or less in duration and shall presume to be unreasonable in time any restraint more than two years in duration, measured from the date of the termination of the business relationship.      In the case of a restrictive covenant sought to be enforced against a current or former distributor, dealer, franchisee, lessee of real or personal property, or licensee of a trademark, trade dress, or service mark and not associated with the sale of all or a part of:   The assets of a business, professional practice, or other commercial enterprise;   The shares of a corporation;   A partnership interest;   A limited liability company membership; or   An equity interest or profit participation, of any other type, in a business, professional practice, or other commercial enterprise,  a court shall presume to be reasonable in time any restraint three years or less in duration and shall presume to be unreasonable in time any restraint more than three years in duration, measured from the date of termination of the business relationship.      In the case of a restrictive covenant sought to be enforced against the owner or seller of all or a material part of:   The assets of a business, professional practice, or other commercial enterprise;   The shares of a corporation;   A partnership interest;   A limited liability company membership; or   An equity interest or profit participation, of any other type, in a business, professional practice, or other commercial enterprise,  a court shall presume to be reasonable in time any restraint the longer of five years or less in duration or equal to the period of time during which payments are being made to the owner or seller as a result of any sale referred to in this subsection and shall presume to be unreasonable in time any restraint more than the longer of five years in duration or the period of time during which payments are being made to the owner or seller as a result of any sale referred to in this subsection, measured from the date of termination or disposition of such interest.        (Code 1981, §13-8-57, enacted by Ga. L. 2011, p. 399, § 4/HB 30.)
GA Code § 13-8-58 (2021)
2021 Georgia Code|Title 13 - Contracts|Chapter 8 - Illegal and Void Contracts Generally|Article 4 - Restrictive Covenants in Contracts|§ 13-8-58. Enforcement by Third Parties

  A court shall not refuse to enforce a restrictive covenant on the ground that the person seeking enforcement is a third-party beneficiary of such contract or is an assignee or successor to a party to such contract.   In determining the enforceability of a restrictive covenant, it is not a defense that the person seeking enforcement no longer continues in business in the scope of the prohibited activities that is the subject of the action to enforce the restrictive covenant if such discontinuance of business is the result of a violation of the restriction.   A court shall enforce a restrictive covenant by any appropriate and effective remedy available at law or equity, including, but not limited to, temporary and permanent injunctions.   In determining the reasonableness of a restrictive covenant between an employer and an employee, as such term is defined in subparagraphs (A) through (C) of paragraph (5) of Code Section 13-8-51, a court may consider the economic hardship imposed upon an employee by enforcement of the covenant; provided, however, that this subsection shall not apply to contracts or agreements between or among those persons or entities listed in paragraphs (2) through (7) of subsection (a) of Code Section 13-8-52.     (Code 1981, §13-8-58, enacted by Ga. L. 2011, p. 399, § 4/HB 30.)   Law reviews.   - For article, "Nearly a Decade Later: Surveying Georgia's ‘New' Noncompete Law," see 26 Ga. St. B.J. 18 (Oct. 2020).
GA Code § 13-8-59 (2021)
2021 Georgia Code|Title 13 - Contracts|Chapter 8 - Illegal and Void Contracts Generally|Article 4 - Restrictive Covenants in Contracts|§ 13-8-59. Construction With Federal Provisions

 Nothing in this article shall be construed or interpreted to allow or to make enforceable any restraint of trade or commerce that is otherwise illegal or unenforceable under the laws of the United States or under the Constitution of this state or of the United States.    (Code 1981, §13-8-59, enacted by Ga. L. 2011, p. 399, § 4/HB 30.)
GA Code § 13-10-83 (2021)
2021 Georgia Code|Title 13 - Contracts|Chapter 10 - Contracts for Public Works|Article 2 - Retention of Contractual Payments and Creation of Escrow Accounts on Contracts for Installation, Improvement, Maintenance, or Repair of Water or Sewer Facilities|§ 13-10-83. Construction of Provisions of Article

 Nothing in this article shall be construed or deemed to affect any contract covered by the provisions of Code Sections 32-2-75 through 32-2-77.    (Ga. L. 1975, p. 1045, § 4; Code 1981, §13-10-22; Code 1981, §13-10-83, as redesignated by Ga. L. 2001, p. 820, § 1.)
GA Code § 14-2-201 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-201. Incorporators

 One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.    (Code 1981, §14-2-201, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 155 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 50, 51.   ALR.   - Validity, construction, and effect of statutory provisions concerning capital requisites of state incorporation of bank, 79 A.L.R.3d 1190.
GA Code § 14-2-201.1 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-201.1. Publication of Notice of Intent to File Articles of Incorporation

  Together with the articles of incorporation, the incorporator or incorporators shall deliver to the Secretary of State an undertaking (which may appear in the articles of incorporation 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 incorporation as required by subsection (b) of this Code section.   No later than the next business day after filing the articles of incorporation, the incorporator shall deliver to the publisher of a newspaper which is the official organ of the county where the initial registered office of the corporation is to be 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 incorporator to 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 incorporation of the corporation or the filing of the articles of incorporation.     Cross references.   - Limits on General Assembly's powers as to corporations, Ga. Const. 1983, Art. III, Sec. VI, Para. V.   Law reviews.   - For survey article on business associations, see 34 Mercer L. Rev. 13 (1982). For article, "Some Distinctive Features of the Georgia Business Corporation Code," 28 Ga. St. B. J. 101 (1991).   OPINIONS OF THE ATTORNEY GENERAL   Editor's notes.   - In light of the similarity of the statutory provisions, opinions under former Code Section 14-2-172, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, are included in the annotations for this Code section.   Secretary of State authorized to incorporate marketing associations.    - Since constitutional amendment (former Art. III, Sec. VIII, Para. II of the 1976 Constitution) transfers the power to incorporate private companies to the Secretary of State, and marketing associations are private companies, the Secretary of State, rather than the superior courts, is authorized to incorporate marketing associations. 1977 Op. Att'y Gen. No. 77-34 (decided under former § 14-2-172).   RESEARCH REFERENCES   ALR.    - Effect upon the corporate existence of failure to file certificate in organizing a corporation, 22 A.L.R. 376; 37 A.L.R. 1319.
GA Code § 14-2-203 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-203. Incorporation

  Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.   The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.     (Code 1981, §14-2-203, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For comment, "An Empirical Study of Defective Incorporation," see 39 Emory L.J. 523 (1990).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 72.   C.J.S.   - 18 C.J.S., Corporations, § 66.   ALR.    - Effect upon the corporate existence of failure to file certificate in organizing a corporation, 22 A.L.R. 376; 37 A.L.R. 1319.   Validity, construction, and effect of provisions of articles of incorporation or stock certificates relating to call, redemption, or retirement of common stock, 48 A.L.R.2d 392.   Incorporation of company under particular name as creating exclusive right to such name, 68 A.L.R.3d 1168.   Liability of attorney for improper or ineffective incorporation of client, 40 A.L.R.4th 535.
GA Code § 14-2-204 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-204. Liability for Preincorporation Transactions

 All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.    (Code 1981, §14-2-204, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article discussing liability of corporate directors, officers, and shareholders under the Georgia Business Corporation Code, and as affected by provisions of the Georgia Civil Practice Act, see 7 Ga. St. B. J. 277 (1971). For survey article on business associations, see 34 Mercer L. Rev. 13 (1982). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For comment, "An Empirical Study of Defective Incorporation," see 39 Emory L.J. 523 (1990).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 119 et seq.   ALR.    - Liability of corporation on contracts of promoters, 17 A.L.R. 452; 49 A.L.R. 673; 123 A.L.R. 726.    Personal liability of person doing business in the name of a dormant corporation, 18 A.L.R. 282.    Signing articles of incorporation as rendering one liable on contracts entered into prior to conclusion of incorporation, 44 A.L.R. 776.   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 § 14-2-205 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-205. Organization of Corporation

  After incorporation:   If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;   If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:   To elect directors and complete the organization of the corporation; or   To elect a board of directors who shall complete the organization of the corporation.       Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more consents in writing or by electronic transmission describing the action taken and signed by each incorporator.   An organizational meeting may be held in or out of this state.     (Code 1981, §14-2-205, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 3.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 178 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 52.
GA Code § 14-2-206 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-206. Bylaws

  The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.Bylaws adopted by the incorporators or board of directors prior to or contemporaneously with the issuance of any of the corporation's shares shall constitute bylaws adopted by the shareholders for all purposes of this chapter.   The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.     (Code 1981, §14-2-206, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 3.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 252 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 154 et seq.   ALR.    - Validity and construction of corporate articles or bylaws relating to stock held by one retiring from corporate office or employment, 66 A.L.R. 1295.    Bylaw of corporation authorizing removal of officer, agent, or employee at any time, as affecting contract of employment for a specified period, 145 A.L.R. 312.    Enforceability of invalid corporate bylaw as contract, 159 A.L.R. 290.    Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 A.L.R. 1374.   Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.   Construction and effect of corporate articles, charter, or bylaws limiting duration or maturity of its indebtedness, 55 A.L.R.2d 949.
GA Code § 14-2-207 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 2 - Incorporation|§ 14-2-207. Emergency Bylaws

  Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this Code section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:   Procedures for calling a meeting of the board of directors;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.     All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Corporate action taken in good faith in accordance with the emergency bylaws:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee, or agent.     An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.     (Code 1981, §14-2-207, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 266 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 155, 156, 157, 167, 168, 169.   ALR.   - Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.
GA Code § 14-2-301 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 3 - Purposes and Powers|§ 14-2-301. Purposes

 Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.    (Code 1981, §14-2-301, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For note, "Ultra Vires in Georgia," see 16 Mercer L. Rev. 320 (1964).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 158 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 53, 54, 55.   ALR.    - Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573.
GA Code § 14-2-303 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 3 - Purposes and Powers|§ 14-2-303. Emergency Powers

  In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:   Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and   Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.     During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:   Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.     Corporate action taken in good faith during an emergency under this Code section to further the ordinary business affairs of the corporation:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee, or agent.     An emergency exists for purposes of this Code section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.     (Code 1981, §14-2-303, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 252 et seq.   C.J.S.   - 19 C.J.S., Corporations, §§ 547, 573.   ALR.   - Conflict of laws as to validity and effect of corporate bylaw, 27 A.L.R.2d 435.
GA Code § 14-2-305 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 3 - Purposes and Powers|§ 14-2-305. Submission of Certain Matters to Shareholder Vote

 Subject to the requirements set forth in paragraph (1) of subsection (b) of Code Section 14-2-1003, with respect to the submission of amendments to the articles of incorporation to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1103, with respect to the submission of a plan of merger or share exchange to shareholders; paragraph (1) of subsection (b) of Code Section 14-2-1202, with respect to the submission of a disposition of assets requiring shareholder approval to shareholders; and paragraph (1) of subsection (b) of Code Section 14-2-1402, with respect to the submission of a proposed dissolution to shareholders, a corporation may agree to submit a matter to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to adopting or approving such matter that such matter is no longer advisable and recommends that the shareholders reject or vote against the matter.    (Code 1981, §14-2-305, enacted by Ga. L. 2006, p. 825, § 2/SB 469.)
GA Code § 14-2-403 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 4 - Name|§ 14-2-403. Registered Name

 Repealed by Ga. L. 2002, p. 989, § 4, effective July 1, 2002.   Editor's notes.   - This Code section was based on Code 1981, § 14-2-403, enacted by Ga. L. 1988, p. 1070, § 1.