reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-201.1 - Publication of notice of intent to file articles of incorporation

(a)
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.
(b)
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:
"NOTICE OF INCORPORATION
Notice is given that articles of incorporation which incorporate __________________ (name of cor-poration) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The initial registered office of the corporation is located at __________________ (address of registered office) and its initial registered agent at such address is __________________ (name of agent)."
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-203 - Incorporation

(a)
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-205 - Organization of corporation

(a)
After incorporation:
(1)
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;
(2)
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:
(A)
To elect directors and complete the organization of the corporation; or
(B)
To elect a board of directors who shall complete the organization of the corporation.
(b)
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.
(c)
An organizational meeting may be held in or out of this state.
Amended by 2004 Ga. Laws 533, § 3, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-206 - Bylaws

(a)
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.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-207 - Emergency bylaws

(a)
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:
(1)
Procedures for calling a meeting of the board of directors;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b)
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.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 3 - PURPOSES AND POWERS (§§ 14-2-301 — 14-2-305) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 3 - PURPOSES AND POWERS (§§ 14-2-301 — 14-2-305) › Section 14-2-303 - Emergency powers

(a)
In anticipation of or during an emergency defined in subsection (d) of this Code section, the board of directors of a corporation may:
(1)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b)
During an emergency defined in subsection (d) of this Code section, unless emergency bylaws provide otherwise:
(1)
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
(2)
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.
(c)
Corporate action taken in good faith during an emergency under this Code section to further the ordinary business affairs of the corporation:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 3 - PURPOSES AND POWERS (§§ 14-2-301 — 14-2-305) › Section 14-2-304 - Ultra vires

(a)
Except as provided in subsection (b) of this Code section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b)
A corporation's power to act may be challenged:
(1)
In a proceeding by a shareholder against the corporation to enjoin the act;
(2)
In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3)
In a proceeding by the Attorney General under Code Section
14-2-1430
.
(c)
In a shareholder's proceeding under paragraph (1) of subsection (b) of this Code section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 3 - PURPOSES AND POWERS (§§ 14-2-301 — 14-2-305) › Section 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.
Added by 2006 Ga. Laws 817,§ 2, eff. 7/1/2006.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 4 - NAME (§§ 14-2-401 — 14-2-403) › Section 14-2-402 - Reserved name

(a)
A person may apply to reserve a name for the purpose of incorporation by paying the fee specified in Code Section
14-2-122
. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for 30 days or until articles of incorporation are filed, whichever is sooner. If the Secretary of State finds that the name applied for is not distinguishable for filing purposes upon the records of the Secretary of State, he or she shall notify the applicant who may then submit another reservation request within ten days of the date of the rejection notice without payment of an additional reservation fee.
(b)
Upon expiration of a name reservation after 30 days without the filing of articles of incorporation, the name may again be reserved for another 30 day period by the same or another applicant under the same guidelines of subsection (a) of this Code section.
(c)
A person who has in effect a name reservation under subsection (a) of this Code section may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Amended by 2003 Ga. Laws 385, § 2, eff. 7/1/2003.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 4 - NAME (§§ 14-2-401 — 14-2-403) › Section 14-2-403 - [Repealed] Registered name

Repealed by 2002 Ga. Laws 872, § 4, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 5 - OFFICE AND AGENT (§§ 14-2-501 — 14-2-510) › Part 1 - REGISTERED AGENTS AND SERVICE OF PROCESS (§§ 14-2-501 — 14-2-504) › Section 14-2-501 - Registered office and registered agent

Each corporation must continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent, who may be:
(A)
A person who resides in this state and whose business office is identical with the registered office;
(B)
A domestic corporation, nonprofit domestic corporation, or domestic limited liability company whose business office is identical with the registered office; or
(C)
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.
Amended by 2016 Ga. Laws 364,§ 3-1, eff. 7/1/2016.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 5 - OFFICE AND AGENT (§§ 14-2-501 — 14-2-510) › Part 1 - REGISTERED AGENTS AND SERVICE OF PROCESS (§§ 14-2-501 — 14-2-504) › Section 14-2-502 - Change of registered office or registered agent

(a)
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:
(1)
The name of the corporation;
(2)
The street address of its current registered office;
(3)
If the current registered office is to be changed, the street address of the new registered office;
(4)
The name of its current registered agent;
(5)
If the current registered agent is to be changed, the name of the new registered agent; and
(6)
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.
(b)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 5 - OFFICE AND AGENT (§§ 14-2-501 — 14-2-510) › Part 1 - REGISTERED AGENTS AND SERVICE OF PROCESS (§§ 14-2-501 — 14-2-504) › Section 14-2-503 - Resignation of registered agent

(a)
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.
(b)
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.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 5 - OFFICE AND AGENT (§§ 14-2-501 — 14-2-510) › Part 1 - REGISTERED AGENTS AND SERVICE OF PROCESS (§§ 14-2-501 — 14-2-504) › Section 14-2-504 - Service on corporation

(a)
A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b)
If a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:
(1)
The date the corporation receives the mail;
(2)
The date shown on the return receipt, if signed on behalf of the corporation; or
(3)
Five days after its deposit in the mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.
(c)
This Code section does not prescribe the only means, or necessarily the required means, of serving a corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 5 - OFFICE AND AGENT (§§ 14-2-501 — 14-2-510) › Part 2 - VENUE (§ 14-2-510) › Section 14-2-510 - Venue

(a)
Venue in proceedings against a corporation shall be determined in accordance with the pertinent constitutional and statutory provisions of this state in effect as of July 1, 1989, or thereafter.
(b)
Each domestic corporation and each foreign corporation authorized to transact business in this state shall be deemed to reside and to be subject to venue as follows:
(1)
In civil proceedings generally, in the county of this state where the corporation maintains its registered office; or if the corporation fails to maintain a registered office, it shall be deemed to reside in the county where its last named registered office or principal office, as shown by the records of the Secretary of State, was maintained;
(2)
In actions based on contracts, in that county in this state where the contract to be enforced was made or is to be performed, if the corporation has an office and transacts business in that county;
(3)
In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated, if the corporation has an office and transacts business in that county;
(4)
In actions for damages because of torts, wrong, or injury done, in the county where the cause of action originated. If venue is based solely on this paragraph, the defendant shall have the right to remove the action to the county in Georgia where the defendant maintains its principal place of business. A notice of removal shall be filed within 45 days of service of the summons. Upon motion by the plaintiff filed within 45 days of the removal, the court to which the case is removed may remand the case to the original court if it finds that removal is improper under the provisions of this paragraph. Upon the defendant's filing of a notice of removal, the 45 day time period for filing such notice shall be tolled until the remand, the entry of an order by the court determining that the removal is valid, or the expiration of the time period for the plaintiff to file a motion challenging the removal, whichever occurs first; and
(5)
In garnishment proceedings, in the county of this state in which is located the corporate office or place of business where the employee who is the defendant in the main action is employed.
(c)
Any residences established by this Code section shall be in addition to, and not in limitation of, any other residence that any domestic or foreign corporation may have by reason of other laws.
(d)
Whenever this chapter either requires or permits a proceeding to be brought in the county where the registered office of the corporation is maintained, if the proceeding is against a corporation having a principal office as required under a prior general corporation law, the action or proceeding may be brought in the county where the principal office is located.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 1 - SHARES (§§ 14-2-601 — 14-2-604) › Section 14-2-603 - Issued and outstanding shares

(a)
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.
(b)
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
.
(c)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 1 - SHARES (§§ 14-2-601 — 14-2-604) › Section 14-2-604 - Fractional shares

(a)
A corporation may:
(1)
Issue fractions of a share or pay in money the value of fractions of a share;
(2)
Arrange for disposition of fractional shares by or for the account of the shareholders;
(3)
Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by subsection (b) of Code Section
14-2-625
.
(c)
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.
(d)
The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1)
That the scrip will become void if not exchanged for full shares before a specified date; and
(2)
That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-620 - Subscription for shares before incorporation

(a)
A written subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b)
The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c)
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d)
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.
(e)
A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Code Section
14-2-621
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-621 - Issuance of shares

(a)
The powers granted in this Code section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b)
The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(c)
Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable, and the authorization by the board of directors of the issuance of shares constitutes such determination.
(d)
When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e)
The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-622 - Liability of shareholders

(a)
A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Code Section
14-2-621
) or specified in the subscription agreement (Code Section
14-2-620
).
(b)
Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debt of the corporation except that he may become personally liable by reason of his own acts or conduct.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-623 - Share dividends

(a)
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.
(b)
Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1)
The articles of incorporation so authorize;
(2)
A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3)
There are no outstanding shares of the class or series to be issued.
(c)
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.
(d)
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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-625 - Form and content of certificates

(a)
Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, there shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.
(b)
At a minimum each share certificate must state on its face:
(1)
The name of the issuing corporation and that it is organized under the law of this state;
(2)
The name of the person to whom issued; and
(3)
The number and class of shares and the designation of the series, if any, the certificate represents.
(c)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, a reference on the certificate to the state of incorporation shall be deemed to be a reference to the articles of incorporation and its provisions governing the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series). Alternatively, each certificate may describe the designations, relative rights, preferences, and limitations, or may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d)
Each share certificate:
(1)
Must be signed, either manually or in facsimile, by one or more officers designated in the bylaws or by the board of directors; and
(2)
May bear the corporate seal or its facsimile.
If the certificate is signed in facsimile, then it must be countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. The transfer agent or registrar may sign either manually or by facsimile.
(e)
If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.
(f)
No certificate valid when issued shall cease to be valid by reason of any changes in the information required or permitted to be stated on the certificate and, in the event of a change in the capital structure of a corporation, it shall not be necessary to recall any previously issued share certificate for revision of the information placed thereon pursuant to this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-626 - Shares without certificates

(a)
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.
(b)
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
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 14-2-627 - Restriction on transfer of shares and other securities

(a)
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.
(b)
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.
(c)
A restriction on the transfer or registration of transfer of shares is authorized:
(1)
To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2)
To preserve exemptions under federal or state securities law;
(3)
For any other reasonable purpose.
(d)
A restriction on the transfer or registration of transfer of shares may:
(1)
Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2)
Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3)
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;
(4)
Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e)
For purposes of this Code section, the term "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 2 - ISSUANCE OF SHARES (§§ 14-2-620 — 14-2-628) › Section 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.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 14-2-601 — 14-2-641) › Part 3 - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 14-2-630 — 14-2-631) › Section 14-2-631 - Corporation's acquisition of its own shares

(a)
A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares, unless the articles of incorporation provide that reacquired shares become treasury shares or prohibit the reissue of reacquired shares.
(b)
If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c)
The board of directors may adopt articles of amendment under this Code section without shareholder action. The articles must set forth:
(1)
The reduction in the number of authorized shares, itemized by class and series; and
(2)
The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
(d)
The board of directors may adopt articles of amendment providing that reacquired shares become treasury shares without shareholder action.
(e)
A corporation may create security interests in treasury shares.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-701 - Annual meeting

(a)
A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b)
(1)
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.
(2)
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
.
(c)
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.
Amended by 2021 Ga. Laws 31,§ 1, eff. 4/27/2021.
Amended by 2021 Ga. Laws 37,§ 1, eff. 4/29/2021.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-702 - Special meeting

(a)
A corporation shall hold a special meeting of shareholders:
(1)
On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws;
(2)
Except as to corporations described in paragraph (3) of this subsection, if the holders of at least 25 percent, or such greater or lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date, and deliver to the corporation one or more demands in writing or by electronic transmission for the meeting describing the purpose or purposes for which it is to be held; or
(3)
In the case of a corporation having 100 or fewer shareholders of record, if the holders of at least 25 percent, or such lesser percentage as may be provided in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more demands in writing or by electronic means for the meeting describing the purpose or purposes for which it is to be held.
(b)
If not otherwise fixed under Code Section
14-2-703
or Code Section
14-2-707
, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c)
(1)
Except as provided for under paragraph (2) of this subsection, special 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 or fixed in accordance with the bylaws, special shareholders' meetings shall be held at the corporation's principal office.
(2)
Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that a special shareholders' meeting be held wholly or partially by means of remote communication as authorized by Code Section
14-2-708
.
(d)
Only business within the purpose or purposes described in the meeting notice required by subsection (c) of Code Section
14-2-705
may be conducted at a special shareholders' meeting.
(e)
Unless otherwise provided in the articles of incorporation, a demand by a shareholder for a special meeting may be revoked by a written or electronic transmission to that effect by the shareholder received by the corporation prior to the call of the special meeting.
(f)
A bylaw provision governing the percentage of shares required to call special meetings is not a quorum or voting requirement.
Amended by 2021 Ga. Laws 31,§ 2, eff. 4/27/2021.
Amended by 2021 Ga. Laws 37,§ 2, eff. 4/29/2021.
Amended by 2004 Ga. Laws 533, § 8, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-703 - Court-ordered meeting

(a)
The superior court of the county where a corporation's registered office is located may summarily order a meeting to be held:
(1)
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
(2)
On application of a shareholder who signed a demand for a special meeting valid under Code Section
14-2-702
, if:
(A)
Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or
(B)
The special meeting was not held in accordance with the notice.
(b)
After notice to the corporation, the superior court may order that the meeting be deemed an annual meeting or a special meeting.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-705 - Notice of meeting

(a)
A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b)
Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c)
Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d)
If not otherwise fixed under Code Section
14-2-703
or Code Section
14-2-707
, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.
(e)
Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Code Section
14-2-707
, however, notice of the adjourned meeting must be given under this Code section to persons who are shareholders as of the new record date.
(f)
Notwithstanding the provisions of this Code section, a corporation need not provide any notice required by this Code section to a shareholder to whom:
(1)
Notices of two consecutive annual meetings; or
(2)
All and at least two payments of dividends or interest on securities or dividend reinvestment confirmations during a 12 month period
have been mailed addressed to the shareholder's address shown in the corporation's current record of shareholders and have been returned as undeliverable. Any action or meeting which shall be taken or held without notice to any such shareholder shall have the same force and effect as if such notice had been duly given. If any such shareholder shall deliver to the corporation written notice setting forth such shareholder's then current address, the requirement that notice be given to such shareholder shall be reinstated. If the action taken by the corporation requires the filing of a document under any other provision of this chapter, the document need not state that notice was not given to shareholders to whom notice was not required to be given pursuant to this subsection.
Amended by 2004 Ga. Laws 533, § 10, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 7 - SHAREHOLDERS (§§ 14-2-701 — 14-2-747) › Part 1 - MEETINGS (§§ 14-2-701 — 14-2-708) › Section 14-2-706 - Waiver of notice

(a)
A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing or by electronic transmission, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A shareholder's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
(c)
Unless required by the bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a shareholder of the notice of a meeting of shareholders with respect to an amendment of the articles of incorporation pursuant to Code Section
14-2-1003
, a plan of merger or share exchange pursuant to Code Section
14-2-1103
, a sale of assets pursuant to Code Section
14-2-1202
, or any other action which would entitle the shareholder to dissent pursuant to Code Section
14-2-1302
and obtain payment for his shares shall not be effective unless:
(1)
Prior to the execution of the waiver, the shareholder shall have been furnished the same material that under this chapter would have been required to be sent to the shareholder in a notice of the meeting, including notice of any applicable dissenters' rights as provided in Code Sections
14-2-1320
and
14-2-1322
; or
(2)
The waiver expressly waives the right to receive the material required to be furnished.
Amended by 2004 Ga. Laws 533, § 11, eff. 7/1/2004.