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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 2 - AMENDMENT OF BYLAWS (§§ 14-2-1020 — 14-2-1022) › Section 14-2-1022 - Bylaw increasing quorum or voting requirement for directors

(a)
Unless provided otherwise in the articles of incorporation or the bylaws, a bylaw that fixes a greater quorum or voting requirement for the board of directors:
(1)
May be adopted, amended, or repealed by the shareholders only by the affirmative vote of a majority of the votes entitled to be cast; or
(2)
May be adopted, amended, or repealed by the directors only by a majority of the entire board of directors.
(b)
A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1104 - Merger with subsidiary

(a)
A parent corporation that owns at least 90 percent of the outstanding shares of each class and series of a subsidiary corporation may merge the subsidiary into itself or into another such subsidiary or merge itself into the subsidiary without the approval of the board of directors or shareholders of the subsidiary.
(b)
The board of directors of the parent shall adopt a plan of merger that sets forth:
(1)
The names of the parent and subsidiary; and
(2)
The manner and basis of converting the shares of the parent or subsidiary into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination thereof, and if any shares of any holder of a class or series of shares are to be converted in a manner or basis different from any other holder of shares of such class or series, the manner or basis applicable to such holder.
(c)
If, as provided under subsection (a) of this Code section, approval of a merger by the subsidiary's shareholders is not required, the surviving corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(d)
Except as provided in subsections (a), (b), and (c) of this Code section, a merger between a parent and a subsidiary shall be governed by the provisions of Article 11 of this chapter applicable to mergers generally.
(e)
Any of the terms of the plan of merger may be made dependent upon facts ascertainable outside of the plan of merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the plan of merger. As used in this subsection, the term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
Amended by 2006 Ga. Laws 817,§ 11, eff. 7/1/2006.
Amended by 2003 Ga. Laws 392, § 8, 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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1105 - Articles or certificate of merger or share exchange

(a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:
(1)
The plan of merger or share exchange;
(2)
If shareholder approval was not required, a statement to that effect; and
(3)
If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.
(b)
In lieu of filing articles of merger or share exchange that set forth the plan of merger or share exchange, the surviving or acquiring corporation may file a certificate of merger or share exchange which sets forth:
(1)
The name and state of incorporation of each corporation which is merging or engaging in a share exchange and, in the case of a merger, the name of the surviving corporation into which each other corporation is merging;
(2)
In the case of a merger, any amendments to the articles of incorporation of the surviving corporation;
(3)
That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or exchanging corporation, stating the address thereof;
(4)
That a copy of the plan of merger or share exchange will be furnished by the surviving or exchanging corporation, on request and without cost, to any shareholder of any corporation that is a party to the merger or whose shares are involved in the share exchange;
(5)
If shareholder approval was not required, a statement to that effect; and
(6)
If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders.
(c)
Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles or certificate of merger or share exchange is 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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1105.1 - Publication of notice of merger or share exchange

(a)
Together with the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall deliver to the Secretary of State an undertaking (which may appear in the articles or certificate of merger or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of filing the articles or certificate of merger or share exchange and payment therefor will be made as required by subsection (b) of this Code section.
(b)
No later than the next business day after filing the articles or certificate of merger or share exchange, the surviving or acquiring corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the surviving or acquiring corporation is to be located, if the surviving corporation will be required to maintain a registered office in Georgia, or where the registered office of the merging or acquired corporation was located prior to the merger or share exchange in any other case, 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 (MERGER) (SHARE EXCHANGE)
Notice is given that articles or a certificate of (merger) (share exchange) which will effect a (merger) (share exchange) by and between __________________ (name and state of incorporation of each of the constituent corporations) has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The name of the (surviving) (acquiring) corporation in the (merger) (share exchange) is __________________, a corporation incorporated in the State of __________________. The registered office of such corporation (is) (will be) located at __________________ (address of registered office) and its registered (agent) (agents) at such address (is) (are) __________________ (name or names of agent or agents)."
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 surviving or acquiring corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the merger or share exchange.
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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1106 - Effect of merger or share exchange

(a)
When a merger governed by this article takes effect:
(1)
Every other corporation or entity party to the merger merges into the surviving corporation or entity and the separate existence of every corporation or entity except the surviving corporation or entity ceases;
(2)
The title to all real estate and other property owned by, and every contract right possessed by, each corporation or entity party to the merger is vested in the surviving corporation or entity without reversion or impairment, without further act or deed, and without any conveyance, transfer, or assignment having occurred;
(3)
The surviving corporation or entity has all liabilities of each corporation or entity party to the merger;
(4)
A proceeding pending against any corporation or entity party to the merger may be continued as if the merger did not occur or the surviving corporation or entity may be substituted in the proceeding for the corporation or entity whose existence ceased;
(5)
The articles of incorporation or other governing documents of the surviving corporation or entity are amended to the extent provided in the plan of merger; and
(6)
The shares of each corporation party to the merger and the shares of each of the entities party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the plan of merger or to their rights otherwise provided by law.
(b)
When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the share exchange rights provided in the plan of share exchange or to their rights under Article 13 of this chapter.
(c)
For purposes of this Code section, the definitions contained in Code Section
14-2-1109
shall be applicable.
Amended by 2003 Ga. Laws 392, § 9, 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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1107 - Merger or share exchange with foreign corporation

(a)
One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:
(1)
In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2)
In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
(3)
The foreign corporation complies with Code Section
14-2-1105
if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and
(4)
Each domestic corporation complies with the applicable provisions of Code Sections
14-2-1101
through
14-2-1104
and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Code Section
14-2-1105
.
(b)
Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:
(1)
To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and
(2)
To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13 of this chapter.
(c)
This Code section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 1 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1109.3) › Section 14-2-1108 - Merger or share exchange with corporations chartered by Secretary of State under other provisions

(a)
Unless prohibited by the laws of this state, banking, insurance, railroad, trust, canal, navigation, express, and telegraph companies, and other corporations whose charters have been granted by the Secretary of State under provisions other than this chapter, may merge or engage in a share exchange with corporations that are subject to this chapter.
(b)
Each merging or exchanging corporation shall comply with all the provisions of this chapter relating to mergers or share exchanges, as the case may be, except that, if the laws which govern a merging or exchanging corporation chartered by the Secretary of State under provisions other than the provisions of this chapter contain provisions relating to merger or share exchange which conflict with this chapter, that corporation shall follow the provisions of the laws to which it is subject.
(c)
If the surviving corporation in a merger is to be one which could be organized under this chapter, the time and effectiveness and the effect of the merger shall be as provided in this chapter. If the surviving corporation is to be one which could not be organized under this chapter, the time of effectiveness and the effect of the merger shall be as provided in this chapter except insofar as the laws of this state to which the surviving corporation shall be subject otherwise provide.
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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 2 - FAIR PRICE REQUIREMENTS (§§ 14-2-1110 — 14-2-1113) › Section 14-2-1111 - Additional business combination approval

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:
(1)
Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or
(2)
Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.
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 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 2 - FAIR PRICE REQUIREMENTS (§§ 14-2-1110 — 14-2-1113) › Section 14-2-1113 - Requirements inapplicable unless specifically in corporate bylaw; repeal of bylaw; applicability of Code Section 14-2-1111

(a)
The requirements of this part shall not apply to business combinations of a corporation unless the bylaws of the corporation specifically provide that all of such requirements are applicable to the corporation. Such a bylaw may be adopted at any time in the manner provided in this chapter and shall apply to any business combination approved or recommended by the board of directors after the date of the bylaw's adoption. Such a bylaw shall be irrevocable except as provided in subsection (b) of this Code section. Neither the adoption nor the failure to adopt such a bylaw shall constitute grounds for any cause of action against any of the directors of the corporation.
(b)
Any bylaw adopted as provided in subsection (a) of this Code section may only be repealed by the affirmative vote of at least two-thirds of the continuing directors and a majority of the votes entitled to be cast by voting shares of the corporation, other than shares beneficially owned by any interested shareholder and affiliates and associates of any interested shareholder, in addition to any other vote required by the articles of incorporation or bylaws to amend the bylaws. Once the bylaw has been repealed in accordance with this subsection, the corporation shall not thereafter be entitled to adopt the bylaw in accordance with subsection (a) of this Code section.
(c)
The requirement of Code Section
14-2-1111
shall never apply to business combinations with an interested shareholder or its affiliates if, during the three-year period immediately preceding the consummation of the business combination, the interested shareholder has not at any time during such period:
(1)
Ceased to be an interested shareholder; or
(2)
Increased its percentage ownership of any class or series of common or preferred shares of the corporation by more than 1 percent in any 12 month period.
(d)
Nothing contained in this part shall be deemed to limit in any manner a corporation's right to include in its articles of incorporation or bylaws any provision regarding the approval of business combinations which would not otherwise be prohibited by this article.
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 12 - SALE OF ASSETS (§§ 14-2-1201 — 14-2-1202) › Section 14-2-1201 - Sale and mortgage of assets not requiring shareholder approval

(a)
As used in this Code section, the term "insolvent" means:
(1)
The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2)
The corporation's total assets would be less than the sum of its total liabilities.
(b)
A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1)
Sell, lease, exchange, or otherwise dispose of all or substantially all of its property if:
(A)
The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board to meet the liabilities of the corporation; or
(B)
The corporation was incorporated for the purpose of liquidating such property and assets;
(2)
Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business;
(3)
Transfer any or all of its property to a corporation all the shares of which are owned by the corporation; or
(4)
Sell, lease, exchange, or otherwise dispose of less than all or substantially all of its property. Assets shall be deemed to be less than substantially all of a corporation's property if the fair value of the assets as of the date of the most recent available financial information does not exceed two-thirds of the fair value of all of the assets of the corporation, and the annual revenues of the corporation for the most recent fiscal year for which such financial information is available represented or produced by such assets do not exceed two-thirds of the total revenues of the corporation for that period. This subsection is intended merely to create an irrebuttable presumption with respect to transactions described in this subsection and shall not create any inference that the sale of assets exceeding the amounts described in this subsection is the sale of substantially all of the property of the corporation.
(c)
Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (b) of this Code section is not required.
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 12 - SALE OF ASSETS (§§ 14-2-1201 — 14-2-1202) › Section 14-2-1202 - Sale of assets requiring shareholder approval

(a)
A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the good will), otherwise than pursuant to Code Section
14-2-1201
, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.
(b)
For a transaction to be authorized:
(1)
The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and
(2)
The shareholders entitled to vote must approve the transaction.
(c)
The board of directors may condition its submission of the proposed transaction, the effectiveness of the proposed transaction, or both on any basis.
(d)
The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section
14-2-705
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property of the corporation and contain or be accompanied by a description of the transaction.
(e)
Unless the articles of incorporation, the bylaws, or the board of directors (acting pursuant to subsection (c) of this Code section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.
(f)
After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.
(g)
A transaction that constitutes a distribution is governed by Code Section
14-2-640
and not by this Code section.
Amended by 2006 Ga. Laws 817,§ 15, eff. 7/1/2006.
Amended by 2004 Ga. Laws 533, § 19, 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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 1 - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 14-2-1301 — 14-2-1303) › Section 14-2-1301 - Definitions

As used in this article, the term:
(1)
"Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(2)
"Corporate action" means the transaction or other action by the corporation that creates dissenters' rights under Code Section
14-2-1302
.
(3)
"Corporation" means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
(4)
"Dissenter" means a shareholder who is entitled to dissent from corporate action under Code Section
14-2-1302
and who exercises that right when and in the manner required by Code Sections
14-2-1320
through
14-2-1327
.
(5)
"Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.
(6)
"Interest" means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.
(7)
"Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(8)
"Shareholder" means the record shareholder or the beneficial 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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 1 - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 14-2-1301 — 14-2-1303) › Section 14-2-1303 - Dissent by nominees and beneficial owners

A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this Code section are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1320 - Notice of dissenters' rights

(a)
If proposed corporate action creating dissenters' rights under Code Section
14-2-1302
is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article.
(b)
If corporate action creating dissenters' rights under Code Section
14-2-1302
is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Code Section
14-2-1322
no later than ten days after the corporate action was taken.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1321 - Notice of intent to demand payment

(a)
If proposed corporate action creating dissenters' rights under Code Section
14-2-1302
is submitted to a vote at a shareholders' meeting, a record shareholder who wishes to assert dissenters' rights:
(1)
Must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated; and
(2)
Must not vote his shares in favor of the proposed action.
(b)
A record shareholder who does not satisfy the requirements of subsection (a) of this Code section is not entitled to payment for his shares under this article.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1322 - Dissenters' notice

(a)
If proposed corporate action creating dissenters' rights under Code Section
14-2-1302
is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Code Section
14-2-1321
.
(b)
The dissenters' notice must be sent no later than ten days after the corporate action was taken and must:
(1)
State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(2)
Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(3)
Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and
(4)
Be accompanied by a copy of this article.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1323 - Duty to demand payment

(a)
A record shareholder sent a dissenters' notice described in Code Section
14-2-1322
must demand payment and deposit his certificates in accordance with the terms of the notice.
(b)
A record shareholder who demands payment and deposits his shares under subsection (a) of this Code section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
(c)
A record shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this article.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1324 - Share restrictions

(a)
The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under Code Section
14-2-1326
.
(b)
The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1325 - Offer of payment

(a)
Except as provided in Code Section
14-2-1327
, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section
14-2-1323
offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.
(b)
The offer of payment must be accompanied by:
(1)
The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2)
A statement of the corporation's estimate of the fair value of the shares;
(3)
An explanation of how the interest was calculated;
(4)
A statement of the dissenter's right to demand payment under Code Section
14-2-1327
; and
(5)
A copy of this article.
(c)
If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1326 - Failure to take action

(a)
If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b)
If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Code Section
14-2-1322
and repeat the payment demand procedure.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 2 - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 14-2-1320 — 14-2-1327) › Section 14-2-1327 - Procedure if shareholder dissatisfied with payment or offer

(a)
A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate of the fair value of his shares and interest due, if:
(1)
The dissenter believes that the amount offered under Code Section
14-2-1325
is less than the fair value of his shares or that the interest due is incorrectly calculated; or
(2)
The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.
(b)
A dissenter waives his or her right to demand payment under this Code section and is deemed to have accepted the corporation's offer unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this Code section within 30 days after the corporation offered payment for his or her shares, as provided in Code Section
14-2-1325
.
(c)
If the corporation does not offer payment within the time set forth in subsection (a) of Code Section
14-2-1325
:
(1)
The shareholder may demand the information required under subsection (b) of Code Section
14-2-1325
, and the corporation shall provide the information to the shareholder within ten days after receipt of a written demand for the information; and
(2)
The shareholder may at any time, subject to the limitations period of Code Section
14-2-1332
, notify the corporation of his own estimate of the fair value of his shares and the amount of interest due and demand payment of his estimate of the fair value of his shares and interest due.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 14-2-1330 — 14-2-1332) › Section 14-2-1330 - Court action

(a)
If a demand for payment under Code Section
14-2-1327
remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b)
The corporation shall commence the proceeding, which shall be a nonjury equitable valuation proceeding, in the superior court of the county where a corporation's registered office is located. If the surviving corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c)
The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their shares. The corporation shall serve a copy of the petition in the proceeding upon each dissenting shareholder who is a resident of this state in the manner provided by law for the service of a summons and complaint, and upon each nonresident dissenting shareholder either by registered or certified mail or statutory overnight delivery or by publication, or in any other manner permitted by law.
(d)
The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this Code section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. Except as otherwise provided in this chapter, Chapter 11 of Title 9, known as the "Georgia Civil Practice Act," applies to any proceeding with respect to dissenters' rights under this chapter.
(e)
Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus interest to the date of judgment.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 14-2-1330 — 14-2-1332) › Section 14-2-1331 - Court costs and counsel fees

(a)
The court in an appraisal proceeding commenced under Code Section
14-2-1330
shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court shall assess the costs against the corporation, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Code Section
14-2-1327
.
(b)
The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable:
(1)
Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Code Sections
14-2-1320
through
14-2-1327
; or
(2)
Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.
(c)
If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
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 13 - DISSENTERS' RIGHTS (§§ 14-2-1301 — 14-2-1332) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 14-2-1330 — 14-2-1332) › Section 14-2-1332 - Limitation of actions

No action by any dissenter to enforce dissenters' rights shall be brought more than three years after the corporate action was taken, regardless of whether notice of the corporate action and of the right to dissent was given by the corporation in compliance with the provisions of Code Section
14-2-1320
and Code Section
14-2-1322
.
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 14 - DISSOLUTION (§§ 14-2-1401 — 14-2-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-2-1401 — 14-2-1410) › Section 14-2-1401 - Dissolution by incorporators or initial directors

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1)
The name of the corporation;
(2)
The date of its incorporation;
(3)
Either that:
(A)
None of the corporation's shares has been issued; or
(B)
The corporation has not commenced business;
(4)
That no debt of the corporation remains unpaid;
(5)
That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6)
That a majority of the incorporators or initial directors authorized the dissolution.
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 14 - DISSOLUTION (§§ 14-2-1401 — 14-2-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-2-1401 — 14-2-1410) › Section 14-2-1402 - Dissolution by board of directors and shareholders

(a)
A corporation's board of directors may propose dissolution for submission to the shareholders.
(b)
For a proposal to dissolve to be adopted:
(1)
The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed dissolution, unless the board of directors makes the recommendation that because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against dissolution, in which case the board of directors shall transmit to the shareholders the basis for such determination; and
(2)
The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this Code section.
(c)
The board of directors may condition its submission of the proposal for dissolution on any basis.
(d)
The corporation shall notify each shareholder entitled to vote of the proposed shareholders' meeting in accordance with Code Section
14-2-705
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e)
Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this Code section) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.
Amended by 2006 Ga. Laws 817,§ 17, 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 14 - DISSOLUTION (§§ 14-2-1401 — 14-2-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-2-1401 — 14-2-1410) › Section 14-2-1403 - Notice of intent to dissolve

Upon approval of a proposal for dissolution pursuant to Code Section
14-2-1402
, the corporation shall begin dissolution by delivering to the Secretary of State for filing a notice of intent to dissolve setting forth:
(1)
The name of the corporation;
(2)
The date dissolution was authorized;
(3)
If shareholder approval was required for dissolution, a statement that dissolution was duly approved by the shareholders in accordance with Code Section
14-2-1402
.
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 14 - DISSOLUTION (§§ 14-2-1401 — 14-2-1440) › Part 1 - VOLUNTARY DISSOLUTION (§§ 14-2-1401 — 14-2-1410) › Section 14-2-1403.1 - Publication of notice of intent to dissolve

(a)
Together with the notice of intent to dissolve provided for in Code Section
14-2-1403
, the corporation shall deliver to the Secretary of State an undertaking (which may appear in the notice of intent to dissolve or be set forth in a letter or other instrument executed by an officer or any person authorized to act on behalf of such corporation) that the request for publication of a notice of intent to voluntarily dissolve the corporation and payment therefor will be made as required by subsection (b) of this Code section.
(b)
No later than the next business day after filing the notice of intent to dissolve provided for in Code Section
14-2-1403
, the corporation shall mail or deliver to the publisher of a newspaper which is the official organ of the county where the registered office of the corporation is located or which is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation a request to publish a notice in substantially the following form:
"NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION
Notice is given that a notice of intent to dissolve __________________ (name of corporation), a Georgia corporation with its registered office at __________________ (address of regis-tered office), has been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code.
The notice may also include the information specified in Code Section
14-2-1407
. The request for publication of the notice shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. Failure on the part of the corporation to mail or deliver the notice or payment therefor or failure on the part of the newspaper to publish the notice in compliance with this subsection shall not invalidate the dissolution of the corporation.