reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 1 - GENERAL PROVISIONS (§§ 13-10-1 — 13-10-70) › Part 4 - PAYMENT BONDS (§§ 13-10-60 — 13-10-66) › Section 13-10-62 - Notice of commencement

(a)
The contractor furnishing the payment bond or security deposit shall post on the public works construction site and file with the clerk of the superior court in the county in which the site is located a notice of commencement no later than 15 days after the contractor physically commences work on the project and supply a copy of the notice of commencement to any subcontractor, materialman, or person who makes a written request of the contractor. Failure to supply a copy of the notice of commencement within ten calendar days of receipt of the written request from such subcontractor, materialman, or person shall render the provisions of paragraph (1) of subsection (a) of Code Section
13-10-63
inapplicable to such subcontractor, materialman, or person making the request. The notice of commencement shall include:
(1)
The name, address, and telephone number of the contractor;
(2)
The name and location of the public work being constructed or a general description of the improvement;
(3)
The name and address of the state or the agency or authority of the state that is contracting for the public works construction;
(4)
The name and address of the surety for the performance and payment bonds, if any; and
(5)
The name and address of the holder of the security deposit provided, if any.
(b)
The failure to file a notice of commencement shall render the notice to the contractor requirements of paragraph (2) of subsection (a) of Code Section
13-10-63
inapplicable.
(c)
The clerk of the superior court shall file the notice of commencement within the records of that office and maintain an index separate from other real estate records or an index with the preliminary notices specified in subsection (a) of Code Section
44-14-361.3
. Each such notice of commencement shall be indexed under the name of the state and the name of the contractor as contained in the notice of commencement.
Amended by 2013 Ga. Laws 194,§ 3, eff. 5/6/2013.
Added by 2001 Ga. Laws 261, § 1, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 1 - GENERAL PROVISIONS (§§ 13-10-1 — 13-10-70) › Part 4 - PAYMENT BONDS (§§ 13-10-60 — 13-10-66) › Section 13-10-64 - Supplying copy of bond or security deposit agreement and contract; fees for certified copies

The official who has the custody of the bond or security deposit required by this article is authorized and directed to furnish to any person making application therefor a copy of the bond or security deposit agreement and the contract for which it was given, certified by the official who has custody of the bond or security deposit. With his or her application, such person shall also submit an affidavit that he or she has supplied labor or materials for such work and that payment therefor has not been made or that he or she is being sued on any such bond or security deposit. Such copy shall be primary evidence of the bond or security deposit and contract and shall be admitted in evidence without further proof. Applicants shall pay for such certified copies and such certified statements such fees as the official fixes to cover the cost of preparation thereof, provided that in no case shall the fee fixed exceed the fees which the clerks of the superior courts are permitted to charge for similar copies.
Added by 2001 Ga. Laws 261, § 1, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 1 - GENERAL PROVISIONS (§§ 13-10-1 — 13-10-70) › Part 4 - PAYMENT BONDS (§§ 13-10-60 — 13-10-66) › Section 13-10-65 - Time for instituting action

No action can be instituted on the payment bonds or security deposits after one year from the completion of the contract and the acceptance of the public works construction by the proper public authorities. Every action instituted under this article shall be brought in the name of the claimant, without the state or the agency or authority of the state for which the work was done or was to be done being made a party thereto.
Added by 2001 Ga. Laws 261, § 1, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 1 - GENERAL PROVISIONS (§§ 13-10-1 — 13-10-70) › Part 4 - PAYMENT BONDS (§§ 13-10-60 — 13-10-66) › Section 13-10-66 - Acceptance of electronic signatures and seals

Public procurement officers shall accept electronic signatures and electronic corporate seals on bonds issued pursuant to this part so long as such signatures and seals comply with the provisions of Chapter 12 of Title 10 and Code Section
33-24-14
.
Added by 2021 Ga. Laws 215,§ 1-2, eff. 5/4/2021.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 1 - GENERAL PROVISIONS (§§ 13-10-1 — 13-10-70) › Part 5 - PERFORMANCE AWARDS AND PENATIES (§ 13-10-70) › Section 13-10-70 - Liquidated damages for late completion and incentives for early completion

Public works construction contracts may include both liquidated damages provisions for late construction project completion and incentive provisions for early construction project completion when the project schedule is deemed to have value. The terms of the liquidated damages provisions and the incentive provisions shall be established in advance as a part of the construction contract and included within the terms of the bid or proposal.
Added by 2013 Ga. Laws 194,§ 4, eff. 5/6/2013.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 2 - RETENTION OF CONTRACTUAL PAYMENTS AND CREATION OF ESCROW ACCOUNTS ON CONTRACTS FOR INSTALLATION, IMPROVEMENT, MAINTENANCE, OR REPAIR OF WATER OR SEWER FACILITIES (§§ 13-10-80 — 13-10-83) › Section 13-10-81 - Authorization and procedure for retention of contractual payments by state or political subdivisions; procedure for final payment

(a)
Any department, agency, or instrumentality of the state or any political subdivision of the state is authorized to insert in the specifications of all contracts relating to the installation, extension, improvement, maintenance, or repair of any water or sewer facility a clause providing for the retention of amounts not exceeding 5 percent of the gross value of the completed work as may be provided for in the contract. Retainage shall be invested at the current market rate and any interest earned on the retained amount by such department, agency, or instrumentality of the state or any political subdivision of the state shall be paid to the contractor when the project has been completed within the time limits specified and for the price specified in the contract, or in any amendments or change orders approved in accord with the terms of the contract, as certified pursuant to subsection (b) of this Code section.
(b)
Final payment of the retained amounts to the contractor under the contract to which the retained amounts relate shall be made after certification by the engineer in charge of the project covered by the contract that the work has been satisfactorily completed and is accepted in accordance with the contract, plans, and specifications. Payment to the contractor of interest earned on the retained amounts shall be made after certification by the engineer in charge of the project covered by the contract that the work has been completed within the time specified and within the price specified in the contract.
(c)
At substantial completion of the work and as the governmental entity's authorized contract representative determines the work to be reasonably satisfactory, the governmental entity shall, within 30 days after invoice and other appropriate documentation as may be required by the contract documents are provided, pay the retainage to the contractor. If at that time there are any remaining incomplete items, an amount equal to 200 percent of the value of each item as determined by the governmental entity's authorized contract representative shall be withheld until such item or items are completed.
Amended by 2022 Ga. Laws 871,§ 2, eff. 7/1/2022.
Renumbered from § 13-10-20 by 2001 Ga. Laws 261, § 1, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 2 - RETENTION OF CONTRACTUAL PAYMENTS AND CREATION OF ESCROW ACCOUNTS ON CONTRACTS FOR INSTALLATION, IMPROVEMENT, MAINTENANCE, OR REPAIR OF WATER OR SEWER FACILITIES (§§ 13-10-80 — 13-10-83) › Section 13-10-83 - Construction of provisions of article

Nothing in this article shall be construed or deemed to affect any contract covered by the provisions of Code Sections
32-2-75
through
32-2-77
.
Renumbered from § 13-10-22 by 2001 Ga. Laws 261, § 1, eff. 7/1/2001.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 10 - CONTRACTS FOR PUBLIC WORKS (§§ 13-10-1 — 13-10-91) › Article 3 - FEDERAL WORK AUTHORIZATION PROGRAM (§§ 13-10-90 — 13-10-91) › Section 13-10-90 - Definitions

As used in this article, the term:
(1)
"Commissioner" means the Commissioner of Labor.
(2)
"Contractor" means a person or entity that enters into a contract for the physical performance of services.
(3)
"Federal work authorization program" means any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify employment eligibility information of newly hired employees, commonly known as E-Verify, or any subsequent replacement program.
(4)
"Physical performance of services" means any performance of labor or services for a public employer using a bidding process or by contract wherein the labor or services exceed $2,499.99; provided, however, that such term shall not include any contract between a public employer and an individual who is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing when such contract is for services to be rendered by such individual.
(5)
"Public employer" means every department, agency, or instrumentality of this state or a political subdivision of this state.
(6)
"Subcontractor" means a person or entity having privity of contract with a contractor, subcontractor, or sub-subcontractor and includes a contract employee or staffing agency.
(7)
"Sub-subcontractor" means a person or entity having privity of contract with a subcontractor or privity of contract with another person or entity contracting with a subcontractor or sub-subcontractor.
Amended by 2013 Ga. Laws 27,§ 1, eff. 7/1/2013.
Amended by 2011 Ga. Laws 252,§ 2, eff. 7/1/2011.
Amended by 2010 Ga. Laws 421,§ 2, eff. 7/1/2010.
Added by 2006 Ga. Laws 457,§ 2, eff. 7/1/2007.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-2 - Definitions

As used in this chapter, the term:
(1)
"Contractor" means a person who contracts with an owner to improve real property, to perform construction services, or to perform construction management services for an owner.
(2)
"Improve" means to build, effect, alter, repair, or demolish any improvement upon, connected with, or on or beneath the surface of any real property or to excavate, clear, grade, fill, or landscape any real property or to construct driveways and private roadways or to furnish materials, including trees and shrubbery, for any of such purposes or to perform any labor upon such improvements.
(3)
"Improvement" means all or any part of any building, structure, erection, alteration, demolition, excavation, clearing, grading, filling, or landscaping, including trees and shrubbery, driveways, and roadways, on real property.
(4)
"Owner" means a person who has an interest in the real property improved and for whom an improvement is made and who ordered the improvement to be made. "Owner" includes private persons and entities and state, local, or municipal government agencies, instrumentalities, or entities; provided, however, that the provisions of this chapter shall not apply when the owner is a county having a population of less than 10,000 according to the United States decennial census of 1990 or any such future census or when the owner is a municipality having a population of less than 2,500 according to the United States decennial census of 1990 or any such future census.
(5)
"Owner's representative" means the architect or engineer in charge of the project for the owner or such other contract representative or officer as designated in the contract documents as the party representing the owner's interest regarding administration and oversight of the project.
(6)
"Real property" means the real estate that is improved, including lands, leaseholds, tenements, and improvements placed on the real property.
(7)
"Receipt" means actual receipt of cash or funds in the contractor's or subcontractor's bank account.
(8)
"Subcontractor" means any person who has contracted to furnish labor or materials to, or has performed labor or supplied materials for, a contractor or another subcontractor in connection with a contract to improve real property. For purposes of this chapter, the term "subcontractor" shall also include materialmen as defined in Code Section
44-14-360
.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-3 - Contractors' and subcontractors' entitlement to payment

Performance by a contractor or subcontractor in accordance with the provisions of his or her contract and the satisfaction of the conditions of his or her contract precedent to payment entitles such person to payment from the party with whom he or she contracts.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-4 - Time limits for payments to contractors and subcontractors

(a)
When a contractor has performed in accordance with the provisions of a contract, the owner shall pay the contractor within 15 days of receipt by the owner or the owner's representative of any payment request based upon work completed or service provided under the contract.
(b)
When a subcontractor has performed in accordance with the provisions of its subcontract and the subcontract conditions precedent to payment have been satisfied, the contractor shall pay to that subcontractor and each subcontractor shall pay to its subcontractor, within ten days of receipt by the contractor or subcontractor of each periodic or final payment, the full amount received for such subcontractor's work and materials based on work completed or service provided under the subcontract, provided that the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work as the contractor in his or her reasonable discretion may require, including but not limited to a payment and performance bond.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-5 - Grounds for withholding payments

(a)
Nothing in this chapter shall prevent the owner from withholding payment to its contractor because of the following: unsatisfactory job progress; defective construction which has not been remedied; disputed work; third-party claims filed or reasonable evidence that a claim will be filed; failure of the contractor or its subcontractor to make timely payments for labor, equipment, and materials; damage caused by the contractor to the owner, other contractors, or subcontractors; or reasonable evidence that the contract cannot be completed for the unpaid balance of the contract sum. In addition to the other bases for withholding set forth in this subsection, the owner may withhold a reasonable amount for retainage, provided that the retainage withheld by the owner shall not exceed the retainage percentage set forth in the contract between the contractor and the owner.
(b)
Nothing in this chapter shall prevent the contractor or a subcontractor from withholding payment to a subcontractor for: unsatisfactory job progress; defective construction which has not been remedied; disputed work; third-party claims filed or reasonable evidence that a claim will be filed; failure of the subcontractor to make timely payments for labor, equipment, and materials; damage caused by the subcontractor to the owner, the contractor, or contractors or subcontractors; or reasonable evidence that the subcontract cannot be completed for the unpaid balance of the subcontract sum. In addition to the other bases for withholding set forth in this subsection, the contractor or the subcontractor, as the case may be, may withhold a reasonable amount for retainage, provided that the retainage withheld shall not exceed the percentage retained from the contractor by the owner on account of the subcontractor's work.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-6 - Conditions authorizing payments to subcontractors

The contractor shall, within ten days from the contractor's receipt of retainage from the owner, pass through payments to subcontractors and shall reduce each subcontractor's retainage in the same manner as the contractor's retainage is reduced by the owner, provided that the value of the subcontractor's work complete and in place equals 50 percent of his or her subcontract value, including approved change orders and other additions to the subcontract value and, provided, further, that the work of the subcontractor is proceeding satisfactorily and, provided, further, that the subcontractor has provided or provides such satisfactory reasonable assurances of continued performance and financial responsibility to complete his or her work as the contractor in his or her reasonable discretion may require, including but not limited to a payment and performance bond.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-7 - Interest on late payments

(a)
Except as provided in Code Section
13-11-5
, if a periodic or final payment to a contractor is delayed by more than 15 days or if a periodic or final payment to a subcontractor is delayed more than ten days after receipt of periodic or final payment by the contractor or subcontractor, the owner, contractor, or subcontractor, as the case may be, shall pay his or her contractor or subcontractor interest, beginning on the day following the due date, at the rate of 1 percent per month or a pro rata fraction thereof on the unpaid balance as may be due. However, no interest is due unless the person being charged interest has been notified of the provision of this Code section at the time the request for payment is made. Acceptance of progress payments or final payment shall release all claims for interest on said payments.
(b)
Nothing in this chapter shall prohibit owners, contractors, and subcontractors from agreeing by contract to rates of interest, payment periods, and contract and subcontract terms different from those stipulated in this Code section, and in this event, these contractual provisions shall control. In case of a willful breach of the contract provisions as to the time of payment, the interest rate specified in this Code section shall apply.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-8 - Attorneys' fees

In any action to enforce a claim under this chapter, the prevailing party is entitled to recover a reasonable fee for the services of its attorney including but not limited to trial and appeal and arbitration, in an amount to be determined by the court or the arbitrators, as the case may be.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-9 - Nonexclusive remedies

Neither the right to recover interest on a payment nor the right to recover attorneys' fees under this chapter are exclusive remedies. This chapter does not modify the remedies available to any person under the terms of a contract or by another statute.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-10 - Improvements excepted from chapter

The provisions of this chapter do not apply to improvements to real property intended for residential purposes which consist of 12 or fewer residential units.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 11 - PROMPT PAYMENT (§§ 13-11-1 — 13-11-11) › Section 13-11-11 - Applicability of chapter

The provisions of this chapter do not apply to contracts or subcontracts entered into prior to January 1, 1995.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 12 - SERVICE CONTRACTS (§§ 13-12-1 — 13-12-5) › Section 13-12-1 - Definitions

As used in this chapter, the term:
(1)
"Automatic renewal provision" means a provision under which a service contract is renewed for a specified period of more than one month if the renewal causes the service contract to be in effect more than six months after the day of the initiation of the service contract. Such renewal is effective unless the consumer gives notice to the seller of the consumer's intention to terminate the service contract.
(2)
"Consumer" means a natural person or a nonprofit organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 receiving service, maintenance, or repair benefits under a service contract. The term does not include a natural person engaged in business or employed by or otherwise acting on behalf of a governmental entity if the person enters into the service contract as part of or ancillary to the person's business activities or on behalf of the business or governmental entity.
(3)
"Seller" means any person, firm, partnership, association, or corporation engaged in commerce that sells, leases, or offers to sell or lease any service to a consumer pursuant to a service contract.
(4)
"Service contract" means a written contract for the performance of services for a specified period of time.
Added by 2013 Ga. Laws 330,§ 1, eff. 7/1/2013.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 12 - SERVICE CONTRACTS (§§ 13-12-1 — 13-12-5) › Section 13-12-2 - Disclosure to consumer of automatic renewal provision in contract or contract offer

Any seller that sells, leases, or offers to sell or lease any service to a consumer pursuant to a service contract that has an automatic renewal provision shall disclose the automatic renewal provision clearly and conspicuously in the contract or contract offer.
Added by 2013 Ga. Laws 330,§ 1, eff. 7/1/2013.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 12 - SERVICE CONTRACTS (§§ 13-12-1 — 13-12-5) › Section 13-12-3 - Notice to consumer prior to automatic renewal of a service contract

(a)
Any seller that sells, leases, or offers to sell or lease any service to a consumer pursuant to a service contract for a specified period of 12 months or more and that automatically renews for a specified period of more than one month, unless the consumer cancels the contract, shall provide the consumer with written or electronic notification of the automatic renewal provision. Notification shall be provided to the consumer no less than 30 days or no more than 60 days before the cancellation deadline pursuant to the automatic renewal provision. Such notification shall disclose clearly and conspicuously:
(1)
That unless the consumer cancels the contract, the contract will automatically renew; and
(2)
The methods by which the consumer may obtain details of the automatic renewal provision and cancellation procedure, including contacting the seller at a specified telephone number or address, referring to the contract, or any other method.
(b)
For any contract for service to a consumer that automatically renews for a specified period of more than 24 months, the seller shall, in addition to providing the notification required under subsection (a) of this Code section, obtain the following for the automatic renewal provision of such contract to be enforceable:
(1)
Written or electronic acknowledgment from the consumer of receipt of the notification required under subsection (a) of this Code section; and
(2)
An affirmative written or electronic response that the consumer does not intend to terminate the service contract.
Amended by 2020 Ga. Laws 504,§ 1, eff. 1/1/2021.
Added by 2013 Ga. Laws 330,§ 1, eff. 7/1/2013.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 12 - SERVICE CONTRACTS (§§ 13-12-1 — 13-12-5) › Section 13-12-4 - Applicability

This chapter shall not apply to:
(1)
A financial institution as provided in Chapter 1 or 2 of Title 7 or any depository institution as defined in
12 U.S.C. Section 1813(c)(2)
;
(2)
A foreign bank maintaining a branch or agency licensed under the laws of any state of the United States;
(3)
Any subsidiary or affiliate of an entity provided in paragraph (1) or (2) of this Code section;
(4)
Any electric utility as provided in Chapter 3 of Title 46;
(5)
Any entity regulated pursuant to Chapter 45 of Title 43; or
(6)
Any county, municipal corporation, authority, or local government or governing body.
Added by 2013 Ga. Laws 330,§ 1, eff. 7/1/2013.
2023 CODE OF GEORGIA › Title 13 - CONTRACTS (§§ 13-1-1 — 13-12-5) › Chapter 12 - SERVICE CONTRACTS (§§ 13-12-1 — 13-12-5) › Section 13-12-5 - Violation of chapter

A violation of this chapter renders the automatic renewal provision of a contract void and unenforceable.
Added by 2013 Ga. Laws 330,§ 1, eff. 7/1/2013.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 14-2-101 — 14-2-104) › Section 14-2-101 - Short title

This chapter shall be known and may be cited as the "Georgia Business Corporation Code."
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 14-2-101 — 14-2-104) › Section 14-2-102 - Reservation of power to amend or repeal

The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 14-2-101 — 14-2-104) › Section 14-2-103 - Independent legal significance of chapter provisions

Each provision of this chapter shall have independent legal significance.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-120 - Filing requirements

(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. 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 or foreign corporation, by its president, 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 the document shall sign it and state beneath or opposite his or her 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 one exact or conformed copy (except as provided in Code Sections
14-2-503
and
14-2-1509
), the correct filing fee, any certificate required by Code Section
14-2-201.1
,
14-2-1006.1
,
14-2-1105.1
, or
14-2-1403.1
, and any penalty required by this chapter or other law.
(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 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 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-121 - 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.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-121.1 - 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,§ 1-1, eff. 7/1/2017.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-122 - Filing fees and penalties

The Secretary of State shall collect the following fees and penalties when the documents described in this Code section are delivered to him or her for filing:
Document
Fee
(1) Articles of incorporation..............................
$ 100.00
(2) Application for certificate of authority..............................
225.00
(3) Annual registration ..............................
50.00
(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 ..............................
(9) Application for reservation of a corporate name ..............................
25.00
(10) Civil penalty for a foreign corporation transacting
business in this state without a certificate of authority ..............................
500.00
(11) Statement of change of address of registered agent .... $5.00 per corporation but not less than ..............................
20.00
(12) Application for reinstatement ..............................
250.00
(13) Certificate of conversion ..............................
95.00
(14) Any other document required or permitted to be filed
by this chapter ..............................
20.00
Amended by 2011 Ga. Laws 105,§ 1, eff. 7/1/2011.
Amended by 2010 Ga. Laws 360,§ 1-34, eff. 5/12/2010.
Amended by 2008 Ga. Laws 452,§ 1, eff. 5/6/2008.
Amended by 2007 Ga. Laws 242,§ 1, eff. 5/24/2007.
Amended by 2003 Ga. Laws 385, § 1, eff. 7/1/2003.
Amended by 2002 Ga. Laws 872,§ 2, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-123 - Effective time and date of document

(a)
Except as provided in subsection (b) of this Code section and subsection (c) of Code Section
14-2-124
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or
(2)
At the 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 shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall become 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 on which it is 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
14-2-125
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.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-124 - Correcting filed document

(a)
A domestic 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 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.
Amended by 2002 Ga. Laws 872, § 3, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-125 - Filing duty of Secretary of State

(a)
If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Code Section
14-2-120
, the Secretary of State shall file it.
(b)
The Secretary of State files a document by stamping or otherwise endorsing his official title and the date and time of receipt on both the original and the document copy. After filing a document, except as provided in Code Sections
14-2-503
and
14-2-1510
, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative.
(c)
If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within ten days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
(d)
The Secretary of State's duty to file documents under this Code section is ministerial. His filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or 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.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-126 - Appeal from Secretary of State's refusal to file document

(a)
If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file.
(b)
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.
(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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-127 - 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 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-128 - Certificate of existence

(a)
Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b)
A certificate of existence or authorization 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
14-2-1622
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 authorization issued by the Secretary of State may be relied upon as prima-facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 2 - FILING DOCUMENTS (§§ 14-2-120 — 14-2-129) › Section 14-2-129 - Penalty for signing false document

A person who signs a document he 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.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 3 - SECRETARY OF STATE (§ 14-2-130) › Section 14-2-130 - Powers

The Secretary of State has the power reasonably necessary to perform the duties required of him by 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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 4 - DEFINITIONS (§§ 14-2-140 — 14-2-142) › Section 14-2-142 - Number of shareholders

(a)
For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitute one shareholder:
(1)
Three or fewer co-owners;
(2)
A corporation, partnership, trust, estate, or other entity;
(3)
The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b)
For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 5 - EXECUTION OF DOCUMENTS (§§ 14-2-150 — 14-2-151) › Section 14-2-150 - Signatures

The signatures of the officers of a corporation and the seal of the corporation upon any bond, debenture, interest coupon, or other debt security may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent or registered by a registrar other than the corporation or an employee of the corporation. The transfer agent or registrar may sign manually or in facsimile.
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 1 - GENERAL PROVISIONS (§§ 14-2-101 — 14-2-151) › Part 5 - EXECUTION OF DOCUMENTS (§§ 14-2-150 — 14-2-151) › Section 14-2-151 - Secretary or assistant secretary of corporation to authenticate records of corporation; reliance on affixed seal by third party

(a)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:
(1)
That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;
(2)
That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and
(3)
That the execution of the document on behalf of the corporation has been duly authorized.
(b)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic or foreign corporation, execution by the president or vice-president of the corporation, attested by the secretary or assistant secretary of the corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:
(1)
That the person executing the document as president or vice-president of the corporation does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officers subscribed thereto is genuine; and
(2)
That the execution of the document on behalf of the corporation has been duly authorized.
(c)
When the seal of a corporation or the facsimile thereof is affixed to any document, or where a document is executed by the president or a vice-president of a corporation, and in either case is attested by the secretary or assistant secretary of that corporation or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.
(d)
The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 2 - INCORPORATION (§§ 14-2-201 — 14-2-207) › Section 14-2-201 - Incorporators

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.