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 15 - FOREIGN CORPORATIONS (§§ 14-2-1501 — 14-2-1540) › Part 2 - WITHDRAWAL (§ 14-2-1520) › Section 14-2-1520 - Withdrawal of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section
14-2-1107
and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.
(b)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4)
A mailing address to which a copy of any process served on him under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and
(5)
A commitment to notify the Secretary of State in the future of any change in its mailing address.
(c)
After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, the secretary of the foreign corporation, or a person holding a comparable position, at the mailing address set forth under subsection (b) of 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 15 - FOREIGN CORPORATIONS (§§ 14-2-1501 — 14-2-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-2-1530 — 14-2-1532) › Section 14-2-1530 - Grounds for revocation

The Secretary of State may commence a proceeding under Code Section
14-2-1531
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;
(2)
The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
(3)
The foreign corporation is without a registered agent or registered office in this state for 60 days or more;
(4)
The foreign corporation does not inform the Secretary of State under Code Section
14-2-1508
or
14-2-1509
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuance;
(5)
An incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(6)
The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
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 15 - FOREIGN CORPORATIONS (§§ 14-2-1501 — 14-2-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-2-1530 — 14-2-1532) › Section 14-2-1531 - Procedure for and effect of revocation

(a)
If the Secretary of State determines that one or more grounds exist under Code Section
14-2-1530
for revocation of a certificate of authority, he shall provide the foreign corporation with written notice of his determination by mailing a copy of the notice, first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent.
(b)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.
(c)
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d)
The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, or a person holding a comparable position, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.
(e)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of 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 15 - FOREIGN CORPORATIONS (§§ 14-2-1501 — 14-2-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-2-1530 — 14-2-1532) › Section 14-2-1532 - Appeal from revocation

(a)
A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section
14-2-1510
. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
(b)
The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
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 15 - FOREIGN CORPORATIONS (§§ 14-2-1501 — 14-2-1540) › Part 4 - DOMESTICATION (§ 14-2-1540) › Section 14-2-1540 - Application of chapter to foreign corporations domesticated under prior law

(a)
A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the shareholders thereof shall have all the rights, privileges, and immunities, and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the shareholders thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.
(b)
Whenever the term "foreign corporation authorized to transact business in this state" is used in this chapter, it shall be deemed to include domesticated foreign corporations except where the context or this chapter otherwise requires.
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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 1 - RECORDS (§§ 14-2-1601 — 14-2-1604) › Section 14-2-1601 - Corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, executed consents evidencing all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d)
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 1 - RECORDS (§§ 14-2-1601 — 14-2-1604) › Section 14-2-1603 - Scope of inspection right

(a)
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.
(b)
The right to copy records under Code Section
14-2-1602
includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d)
A corporation shall convert into written form without charge any record of shareholders not in written form, upon written request of a person entitled to inspect them.
(e)
The corporation may comply with a shareholder's demand to inspect the record of shareholders under paragraph (3) of subsection (b) of Code Section
14-2-1602
by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 1 - RECORDS (§§ 14-2-1601 — 14-2-1604) › Section 14-2-1604 - Court-ordered inspection

(a)
If a corporation does not allow a shareholder who complies with subsection (b) of Code Section
14-2-1602
to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b)
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (c) and (d) of Code Section
14-2-1602
may apply to the superior court in the county where the corporation's registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable attorneys' fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 2 - REPORTS (§§ 14-2-1620 — 14-2-1622) › Section 14-2-1620 - Financial statements for shareholders

(a)
Not later than four months after the close of each fiscal year and in any case prior to the annual meeting of shareholders, each corporation shall prepare (1) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and (2) a profit and loss statement showing the results of its operation during its fiscal year. Upon request in writing or by electronic transmission, the corporation promptly shall mail to any shareholder of record a copy of the most recent balance sheet and profit and loss statement. If prepared for other purposes, the corporation shall also furnish upon request in writing or by electronic transmission a statement of sources and applications of funds and a statement of changes in shareholders' equity for the fiscal year. If financial statements are prepared by the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared and disclose that they are prepared on that basis. If financial statements are prepared otherwise than on the basis of generally accepted accounting principles, they must so disclose and must be prepared on the same basis as other reports or statements prepared by the corporation for the use of others.
(b)
If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1)
Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Amended by 2004 Ga. Laws 533, § 21, 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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 2 - REPORTS (§§ 14-2-1620 — 14-2-1622) › Section 14-2-1621 - Other reports to shareholders

If a corporation indemnifies or advances expenses to a director under Code Section
14-2-851
,
14-2-852
,
14-2-853
, or
14-2-854
in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' 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 16 - RECORDS AND REPORTS (§§ 14-2-1601 — 14-2-1622) › Part 2 - REPORTS (§§ 14-2-1620 — 14-2-1622) › Section 14-2-1622 - Annual registration for Secretary of State

(a)
Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:
(1)
The name of the corporation and the state or country under whose law it is incorporated;
(2)
The street address and county of its registered office and the name of its registered agent at that office in this state;
(3)
The mailing address of its principal office; and
(4)
The names and respective addresses of its chief executive officer, chief financial officer, and secretary, or individuals holding similar positions.
(b)
Information in the annual registration must be current as of the date the annual registration is executed on behalf of the corporation.
(c)
The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.
(d)
The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing. However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.
(e)
If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely 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 17 - TRANSITION PROVISIONS (§§ 14-2-1701 — 14-2-1703) › Section 14-2-1702 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on July 1, 1989, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
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 17 - TRANSITION PROVISIONS (§§ 14-2-1701 — 14-2-1703) › Section 14-2-1703 - Saving provisions

(a)
Except as provided in subsection (b) of this Code section, the amendment or repeal of a statute by this chapter does not affect:
(1)
The operation of the statute or any action taken under it before its repeal;
(2)
Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal except as provided in subsection (f) of Code Section
14-2-630
and Code Section
14-2-1332
; but the same, as well as actions that are pending on July 1, 1989, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;
(3)
Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4)
Transactions validly entered into before July 1, 1989, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;
(5)
Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(6)
Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1989, that was authorized or permitted by the prior general corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter.
(b)
If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1801 - Application

(a)
This chapter shall apply to benefit corporations to the extent not inconsistent with the provisions of this article.
(b)
Except as expressly provided in this article, this article shall not repeal or modify any statute or rule of law applicable to a corporation that is not a benefit corporation.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1802 - Definitions

As used in this article, the term:
(1)
"Benefit corporation" means a corporation whose articles of incorporation contain a public benefit provision and a statement that the corporation is a benefit corporation.
(2)
"Public benefit" means a positive effect, or reduction of negative effects, on society, on the environment, or on one or more communities or categories of persons, entities, or interests, other than shareholders in their capacity as shareholders, including effects of an artistic, charitable, cultural, economic, ecological, educational, environmental, literary, medical, religious, scientific, social, or technological nature.
(3)
"Public benefit provision" means a provision stating that a purpose of the corporation is to pursue a public benefit or benefits.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1803 - Corporate name

The name of a benefit corporation shall satisfy the requirements of Code Section
14-2-401
; provided, however, that in lieu of the use of a word or abbreviation as required under paragraph (1) of subsection (a) of Code Section
14-2-401
, the phrase "benefit corporation" or "public benefit corporation" or the abbreviation "BC" or "PBC" may be used.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1804 - Requirements for stock certificates

Any stock certificate issued by a benefit corporation shall state conspicuously that the corporation is a benefit corporation.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1806 - Role of board of directors

(a)
In addition to any other duties imposed by this chapter, the board of directors of a benefit corporation shall:
(1)
Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation;
(2)
Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and
(3)
Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.
(b)
Notwithstanding subsection (a) of this Code section or any other provision of this chapter:
(1)
Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and
(2)
Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
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 18 - BENEFIT CORPORATIONS (§§ 14-2-1801 — 14-2-1807) › Section 14-2-1807 - Notice; performance reporting; optional additional requirements

(a)
A benefit corporation shall include in every notice of a meeting of shareholders a conspicuous statement to the effect that it is a benefit corporation.
(b)
A benefit corporation shall, no less than annually, provide to its shareholders of record, and to any other person who may request a copy in writing, a written report addressing the benefit corporation's performance with respect to its pursuit of the public benefit or benefits specified in its articles of incorporation. The report shall include:
(1)
The objectives the board of directors established in connection with the pursuit of such public benefit or benefits;
(2)
The standard or standards the board of directors adopted to measure the benefit corporation's progress in pursuing such public benefit or benefits;
(3)
Factual information responsive to those standards regarding the benefit corporation's success or failure in meeting the objectives for pursuing such public benefit or benefits; and
(4)
An assessment of the benefit corporation's success or failure in meeting the objectives and accomplishing such public benefit or benefits.
(c)
In addition to complying with subsection (b) of this Code section, a benefit corporation may include in its articles of incorporation or bylaws provisions imposing upon the benefit corporation any or all of the following additional requirements:
(1)
That the benefit corporation provide its report more frequently than annually;
(2)
That the benefit corporation make the report generally available to the public via the internet or other readily accessible means;
(3)
That the benefit corporation use a third-party standard in connection with measuring the benefit corporation's progress in accomplishing its stated public benefit or benefits;
(4)
That the benefit corporation provide with its report a periodic third-party certification with respect to the benefit corporation's progress in accomplishing its stated public benefit or benefits; or
(5)
That the report comply with any additional requirements as the board of directors may determine.
Amended by 2022 Ga. Laws 782,§ 14, eff. 5/2/2022.
Added by 2020 Ga. Laws 487,§ 1-1, eff. 1/1/2021.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 1 - SHORT TITLE; LEGISLATIVE POWER (§§ 14-3-101 — 14-3-104) › Section 14-3-101 - Short title

This chapter shall be known and may be cited as the "Georgia Nonprofit Corporation Code."
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 1 - SHORT TITLE; LEGISLATIVE POWER (§§ 14-3-101 — 14-3-104) › Section 14-3-102 - Reservation of power of General Assembly

The General Assembly has power to amend or repeal all or part of this chapter at any time, and all domestic corporations and foreign corporations subject to this chapter are governed by the amendment or repeal.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 1 - SHORT TITLE; LEGISLATIVE POWER (§§ 14-3-101 — 14-3-104) › Section 14-3-103 - Independent legal significance of chapter provisions

Each provision of this chapter shall have independent legal significance.
Added by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-120 - Filing requirements for Nonprofit Corporations

(a)
A document must satisfy the requirements of this Code section and of any other Code section that adds to or varies these requirements to be entitled to filing by the Secretary of State.
(b)
This chapter must require or permit filing the document in the office of the Secretary of State.
(c)
The document must contain the information required by this chapter. It may contain other information as well.
(d)
The document must be typewritten or printed.
(e)
The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f)
The document must be executed:
(1)
By the chairperson of the board of directors of a domestic corporation or foreign corporation, by its chief executive officer, or by another of its officers;
(2)
If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3)
If the corporation is in the hands of a receiver, trustee, or other court appointed fiduciary, by that fiduciary;
provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State.
(g)
The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs; provided, however, that, if the document is electronically transmitted, the electronic version of such person's name may be used in lieu of a signature. The document may, but need not, contain:
(1)
The corporate seal;
(2)
An attestation by the secretary or an assistant secretary; or
(3)
An acknowledgment, verification, or proof.
(h)
The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the correct filing fee, any certificate required by this chapter, and any penalty required by this chapter or other law. The Secretary of State may require that a document delivered in written form be accompanied by an identical or conformed copy.
(i)
Notwithstanding the provisions of this chapter, the Secretary of State may authorize the filing of documents by electronic transmission, following the provisions of Chapter 12 of Title 10, the "Uniform Electronic Transactions Act," and the Secretary of State shall be authorized to promulgate such rules and regulations as are necessary to implement electronic filing procedures.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2009 Ga. Laws 141,§ 2, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-120.1 - Valid period for annual registration

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under this chapter to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
Added by 2017 Ga. Laws 47,§ 1-2, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-121 - Forms

The Secretary of State may prescribe and furnish on request forms for:
(1)
An application for a certificate of existence;
(2)
A foreign corporation's application for a certificate of authority to transact business in this state;
(3)
A foreign corporation's application for a certificate of withdrawal;
(4)
The annual registration; and
(5)
Such other forms not in conflict with this chapter as may be prescribed by the Secretary of State.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-122 - Filing fees

The Secretary of State shall collect the following fees when the documents described in this Code section are delivered for filing:
Document
Fee
(1) Articles of incorporation.........................................
$ 100.00
(2) Application for certificate of authority.............................
225.00
(3) Annual registration.........................................................
30.00
(4) Penalty for late filing of annual registration.....................
25.00
(5) Agent's statement of resignation.........................................
No fee
(6) Certificate of judicial dissolution........................................
No fee
(7) Articles of dissolution or intent to dissolve.......................
No fee
(8) Application of withdrawal.....................................................
No fee
(9) Application for reservation of a corporate name.................
25.00
(10) Statement of change of address of registered agent ..... $5.00 per corporation but not less than ..........................
20.00
(11) Application for reinstatement...............................................
250.00
(12) Certificate of conversion.......................................................
95.00
(13) Any other document required or permitted to be filed by this chapter............................................................
20.00
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2011 Ga. Laws 105,§ 3, eff. 7/1/2011.
Amended by 2008 Ga. Laws 452,§ 8, eff. 5/6/2008.
Amended by 2003 Ga. Laws 385, § 3, eff. 7/1/2003.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-123 - Effective time and date of document

(a)
Except as provided in subsection (b) of this Code section and subsection (c) of Code Section
14-3-124
, a document is effective:
(1)
At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or
(2)
At any later time specified in the document as its effective time on the date it is filed.
(b)
A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.
(c)
If a document is determined by the Secretary of State to be incomplete and inappropriate for filing, the Secretary of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with subsection (c) of Code Section
14-3-125
and, if the applicant returns the document with corrections in accordance with the rules and regulations of the Secretary of State, the filing date of the document will be the filing date that would have been applied had the original document not been deficient.
This section is set out more than once due to postponed, multiple, or conflicting amendments.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-124 - Correcting filed document

(a)
A domestic corporation or foreign corporation may correct a document filed by the Secretary of State if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, verified, or acknowledged.
(b)
A document is corrected:
(1)
By preparing articles of correction that:
(A)
Describe the document (including its filing date);
(B)
Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Correct the incorrect statement or defective execution; and
(2)
By delivering the articles of correction to the Secretary of State for filing.
(c)
Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Articles of correction shall not state a delayed effective date.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2002 Ga. Laws 872, § 8, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-125 - Filing duty of Secretary of State; effect of filing or refusing to do so

(a)
If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section
14-3-120
, the Secretary of State shall file it.
(b)
The Secretary of State files a document by stamping or otherwise endorsing the Secretary of State's official title and the date and time of receipt on the document. After a document is filed, the Secretary of State shall deliver a copy of the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative.
(c)
If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic corporation or foreign corporation to which the document relates or the person making the filing or the person's representative within ten days after the document was delivered, together with a brief written explanation of the reason for his or her refusal.
(d)
The Secretary of State's duty to file documents under this Code section is ministerial. Filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or in part;
(2)
Relate to the correctness or incorrectness of information contained in the document; or
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, §§ 66, 68, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-126 - Appeal from Secretary of State's refusal to file document

(a)
If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, the document may be resubmitted within 30 days accompanied by an opinion in a record from an attorney admitted to practice in this state stating why the document conforms to law and the authorities upon which the opinion is based. The Secretary of State may rely with respect to any disputed point of law upon the opinion in determining whether the document conforms to law.
(b)
If the Secretary of State refuses to file a document delivered to the Secretary of State's office for filing, as an alternative to resubmitting the document under subsection (a) of this Code section or following a refusal by the Secretary of State to file the document after it is resubmitted under subsection (a) of this Code section, the domestic corporation or foreign corporation may appeal the refusal to the superior court. Such appeal must be filed with the superior court within 30 days after the return of the document by the Secretary of State. The appeal is commenced by petitioning the court to compel filing of the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.
(c)
The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 68, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-127 - Evidence of filing

A certificate attached to a copy of a document or electronic transmission filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the printed or embossed seal of this state, or its electronic equivalent, is prima-facie evidence that the original document has been filed with the Secretary of State.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-128 - Certificate of existence or authorization

(a)
Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.
(b)
A certificate of existence or authority sets forth:
(1)
The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2)
That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or that the foreign corporation is authorized to transact business in this state;
(3)
That its most recent annual registration required by Code Section
14-3-1622
has been delivered to the Secretary of State; and
(4)
That articles of dissolution have not been filed.
(c)
Subject to any qualification stated in the certificate, a certificate of existence or authority issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 2 - DOCUMENTS (§§ 14-3-120 — 14-3-129) › Section 14-3-129 - Penalty for signing false document

(a)
A person who signs a document he or she knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine not to exceed $500.00.
(b)
A document filed under this chapter may be signed by an attorney in fact. Whenever this chapter requires a particular individual to sign a document and the individual is deceased or incompetent, the document may be signed by a legal representative of the individual.
(c)
A person who signs a document as an attorney in fact or legal representative affirms as a fact that such person is authorized to sign the document.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 66, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 1 - GENERAL PROVISIONS (§§ 14-3-101 — 14-3-192) › Part 3 - SECRETARY OF STATE (§ 14-3-130) › Section 14-3-130 - Powers of Secretary of State

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter.
Amended by 2004 Ga. Laws 533, § 67, eff. 7/1/2004.