reglab/housing_qa huggingface dataset:
GA Code § 14-2-151 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 1 - General Provisions|Part 5 - Execution of Documents|§ 14-2-151. Secretary or Assistant Secretary of Corporation to Authenticate Records of Corporation; Reliance on Affixed Seal by Third Party

  With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:   That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;   That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and   That the execution of the document on behalf of the corporation has been duly authorized.     With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, execution by the president or vice-president of the corporation, attested by the secretary or assistant secretary of the corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:   That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and   That the execution of the document on behalf of the corporation has been duly authorized.     When the seal of a corporation or the facsimile thereof is affixed to any document, or where a document is executed by the president or a vice-president of a corporation, and in either case is attested by the secretary or assistant secretary of that corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.   The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.     (Code 1981, §14-2-151, enacted by Ga. L. 1989, p. 946, § 8; Ga. L. 1992, p. 1180, § 1.)   Editor's notes.   - Ga. L. 1992, p. 1180, § 3, not codified by the General Assembly, provided that the amendment to this Code section was applicable to acts occurring prior to July 1, 1992, as well as to acts occurring on or after such date.
GA Code § 14-2-501 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 5 - Office and Agent|Part 1 - Registered Agents and Service of Process|§ 14-2-501. Registered Office and Registered Agent

 Each corporation must continuously maintain in this state:    A registered office that may be the same as any of its places of business; and   A registered agent, who may be:   A person who resides in this state and whose business office is identical with the registered office;   A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or   A foreign corporation, nonprofit foreign corporation, or foreign limited liability company authorized to transact business in this state whose business office is identical with the registered office.       (Code 1981, §14-2-501, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1999, p. 405, § 5; Ga. L. 2016, p. 225, § 3-1/SB 128.)    The 2016 amendment,  effective July 1, 2016, substituted ", nonprofit domestic corporation, or domestic limited liability company" for "or nonprofit domestic corporation" in subparagraph (2)(B); and substituted ", nonprofit foreign corporation, or foreign limited liability company" for "or nonprofit foreign corporation" in subparagraph (2)(C).   Law reviews.   - For article, "The Georgia Long Arm Statute: A Significant Advance in the Concept of Personal Jurisdiction," see 4 Ga. St. B. J. 13 (1967). For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service thereon, see 21 Mercer L. Rev. 457 (1970). For comment on Lamex, Inc. v. Sterling Extruder Corp., 109 Ga. App. 92, 135 S.E.2d 445 (1964), see 2 Ga. St. B. J. 127 (1965). For comment discussing the drawbacks of using the county of incorporation to determine the proper place for filing financial statement, in light of In re Carmichael Enterprises, Inc., 334 F. Supp. 94 (N.D. Ga. 1971), aff'd per curiam, 460 F.2d 1405 (5th Cir. 1972), see 9 Ga. St. B. J. 388 (1973).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 168.   C.J.S.   - 19 C.J.S., Corporations, § 679.
GA Code § 14-2-502 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 5 - Office and Agent|Part 1 - Registered Agents and Service of Process|§ 14-2-502. Change of Registered Office or Registered Agent

  A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing an amendment to its annual registration that sets forth:   The name of the corporation;   The street address of its current registered office;   If the current registered office is to be changed, the street address of the new registered office;   The name of its current registered agent;   If the current registered agent is to be changed, the name of the new registered agent; and   That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.     If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change setting forth the new address and all corporations for which he is the registered agent.     (Code 1981, §14-2-502, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For comment discussing the drawbacks of using the county of incorporation to determine the proper place for filing financial statement, in light of In re Carmichael Enters., Inc., 334 F. Supp. 94 (N.D. Ga. 1971), aff'd, 460 F.2d 1405 (5th Cir. 1972), see 9 Ga. St. B. J. 388 (1973).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 168.   C.J.S.   - 19 C.J.S., Corporations, § 679.   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 § 14-2-503 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 5 - Office and Agent|Part 1 - Registered Agents and Service of Process|§ 14-2-503. Resignation of Registered Agent

  A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.   On or before the date of the filing of the statement of resignation, the registered agent shall deliver or mail a written notice of the agent's intention to resign to the chief executive officer, chief financial officer, secretary of the corporation, or a person holding a position comparable to any of the foregoing, as named and at the address shown in the annual registration, or in the articles of incorporation if no annual registration has been filed.   The agency appointment is terminated, and the registered office discontinued if so provided, on the earlier of the filing by the corporation of an amendment to its annual registration designating a new registered agent and registered office if also discontinued or the thirty-first day after the date on which the statement was filed.     (Code 1981, §14-2-503, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 168.   C.J.S.   - 19 C.J.S., Corporations, § 679.
GA Code § 14-2-603 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 1 - Shares|§ 14-2-603. Issued and Outstanding Shares

  A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.   The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this Code section and to Code Section 14-2-640.   At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares (which may be of the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.     (Code 1981, §14-2-603, 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, § 185 et seq.
GA Code § 14-2-604 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 1 - Shares|§ 14-2-604. Fractional Shares

  A corporation may:   Issue fractions of a share or pay in money the value of fractions of a share;   Arrange for disposition of fractional shares by or for the account of the shareholders;   Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.     Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by subsection (b) of Code Section 14-2-625.   The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.   The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:   That the scrip will become void if not exchanged for full shares before a specified date; and   That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.       (Code 1981, §14-2-604, enacted by Ga. L. 1988, p. 1070, § 1.)   Law reviews.   - For article discussing rights pertaining to and value of fractional shares under the Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, § 844.   C.J.S.   - 18 C.J.S., Corporations, § 185 et seq.   ALR.    - Right to issue corporate stock without voting power, 21 A.L.R. 643.    Issuance by corporation of new stock certificates without requiring surrender of old, 61 A.L.R. 436; 150 A.L.R. 148.   Voting of jointly held or fractional shares in corporation, 98 A.L.R.2d 357.
GA Code § 14-2-623 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 2 - Issuance of Shares|§ 14-2-623. Share Dividends

  Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.   Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:   The articles of incorporation so authorize;   A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or   There are no outstanding shares of the class or series to be issued.     If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.   If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.     (Code 1981, §14-2-623, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1997, p. 1165, § 2.)   Law reviews.   - For article discussing the payment of dividends to shareholders, see 3 Ga. L. Rev. 11 (1968). For article discussing "earned" surplus and "capital" surplus concepts under Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article discussing the statute of limitations applicable to shareholders' rights to unclaimed dividends and distributions, see 3 Ga. L. Rev. 11 (1968). For article discussing treasury shares and restrictions placed upon their use by the corporation, see 3 Ga. L. Rev. 11 (1968). For note discussing effect of Georgia law on dividend restrictions, see 24 Ga. B. J. 254 (1961).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 976 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 192, 215, 361, 364 et seq.   ALR.    - Income tax in relation to stock dividends (including character of corporate distributions as stock dividends), 143 A.L.R. 230; 144 A.L.R. 1337; 167 A.L.R. 554.   Modern status of rules governing allocation of stock dividends or splits between principal and income, 81 A.L.R.3d 876.
GA Code § 14-2-626 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 2 - Issuance of Shares|§ 14-2-626. Shares Without Certificates

  Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.   Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsection (b) of Code Section 14-2-625 and, if applicable, Code Section 14-2-627.     (Code 1981, §14-2-626, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18B Am. Jur. 2d, Corporations, § 399.   C.J.S.   - 18 C.J.S., Corporations, § 235.
GA Code § 14-2-627 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 2 - Issuance of Shares|§ 14-2-627. Restriction on Transfer of Shares and Other Securities

  The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.   A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Code section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of Code Section 14-2-626. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction authorized under this Code section, whether or not so noted, is enforceable against a person with knowledge of the restriction.   A restriction on the transfer or registration of transfer of shares is authorized:   To maintain the corporation's status when it is dependent on the number or identity of its shareholders;   To preserve exemptions under federal or state securities law;   For any other reasonable purpose.     A restriction on the transfer or registration of transfer of shares may:   Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;   Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;   Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;   Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.     For purposes of this Code section, the term "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.     (Code 1981, §14-2-627, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 18.)   Law reviews.   - For article, "2013 Georgia Corporation and Business Organization Case Law Developments," see 19 Ga. St. B. J. 28 (April 2014). For annual survey on business associations, see 66 Mercer L. Rev. 15 (2014).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 563 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 287 et seq, 342. 19 C.J.S., Corporations, § 780.   ALR.   - Construction and application of articles, bylaws, statutes, or agreements restricting alienation or transfer of corporate stock, 2 A.L.R.2d 745.
GA Code § 14-2-628 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 6 - Shares and Distributions|Part 2 - Issuance of Shares|§ 14-2-628. Expense of Issue

 A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.    (Code 1981, §14-2-628, enacted by Ga. L. 1988, p. 1070, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, § 397 et seq.   C.J.S.   - 18 C.J.S., Corporations, § 121.
GA Code § 14-2-701 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 1 - Meetings|§ 14-2-701. (See Editor's notes.) Annual Meeting

  A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.     Except as provided for in paragraph (2) of this subsection, annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual shareholders' meetings shall be held at the corporation's principal office.   Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual shareholders' meeting may be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708.     The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.     (Code 1981, §14-2-701, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2021, p. 103, § 1/SB 168; Ga. L. 2021, p. 115, § 1/HB 306.)    The 2021 amendments.  The first 2021 amendment, effective April 27, 2021, in subsection (b), designated the existing provisions as paragraph (b)(1), in paragraph (b)(1), substituted "Except as provided for in paragraph (2) of this subsection, annual" for "Annual" at the beginning of the first sentence and inserted "shareholders"' in the middle of the second sentence, and added paragraph (b)(2). The second 2021 amendment, effective April 29, 2021, made identical changes and added the word "may” after "meeting”.   For application of this statute in 2020, see Executive Orders 03.20.20.02, 04.23.20.02, 05.12.20.02, 05.28.20.02, and 06.11.20.01.   A listing of Executive Orders issued in 2020 can be found at https://gov.georgia.gov/executive-action/executive-orders/2 020-executive-orders.   Law reviews.   - For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article, "The Dynamics Among Shareholders, Directors, and Officers in Corporate Organizations Under Georgia Law," see 37 Mercer L. Rev. 79 (1985).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 781 et seq., 785 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 442, 443.   ALR.    - Power of directors to change time for regular meetings of stockholders, 2 A.L.R. 558; 8 A.L.R. 678.    Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941.   Admissibility of parol evidence as to proceedings at meetings of stockholders or directors of private corporations or associations, 48 A.L.R.2d 1259.
GA Code § 14-2-703 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 7 - Shareholders|Part 1 - Meetings|§ 14-2-703. Court-Ordered Meeting

  The superior court of the county where a corporation's registered office is located may summarily order a meeting to be held:   On application of any shareholder of the corporation if an annual meeting was not held within the earlier of six months after the end of a fiscal year of the corporation or 15 months after its last annual meeting; or   On application of a shareholder who signed a demand for a special meeting valid under Code Section 14-2-702, if:   Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or   The special meeting was not held in accordance with the notice.       After notice to the corporation, the superior court may order that the meeting be deemed an annual meeting or a special meeting.     (Code 1981, §14-2-703, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 22; Ga. L. 1993, p. 1231, § 6.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 18A Am. Jur. 2d, Corporations, §§ 966 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 479, 480.   ALR.    - Remedies to restrain or compel holding of stockholders' meeting, 48 A.L.R. 615.