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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-914 - Compulsory purchase of shares after death of shareholder

(a)
This Code section and Code Sections
14-2-915
through
14-2-917
apply to a statutory close corporation only if so provided in its articles of incorporation. If these Code sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved.
(b)
The provisions of Code Sections
14-2-915
through
14-2-917
may be modified only if the modification is set forth or referred to in the articles of incorporation.
(c)
An amendment to the articles of incorporation to provide for application of Code Sections
14-2-915
through
14-2-917
, or to modify or delete the provisions of these Code sections, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.
(d)
A shareholder who votes against an amendment to modify or delete the provisions of Code Sections
14-2-915
through
14-2-917
is entitled to dissenters' rights under Article 13 of this chapter if the amendment upon adoption terminates or substantially alters his existing rights under these Code sections to have his shares purchased.
(e)
A shareholder may waive his and his estate's rights under Code Sections
14-2-915
through
14-2-917
by a signed writing.
(f)
Code Sections
14-2-915
through
14-2-917
do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independently of these Code sections.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-915 - Exercise of compulsory purchase right

(a)
A person entitled and desiring to exercise the compulsory purchase right described in Code Section
14-2-914
must deliver a written notice to the corporation, within 120 days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.
(b)
Within 20 days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than 40 days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.
(c)
The corporation must deliver a purchase offer to the person requesting it within 75 days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the effective date of the request notice, 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. The person must accept the purchase offer in writing within 15 days after receiving it or the offer is rejected.
(d)
A corporation agreeing to purchase shares under this Code section may allocate some or all of the shares pro rata to those of its shareholders who desire to purchase the shares unless all of the shareholders who desire to purchase approve a different allocation to the shareholders or to other persons. If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.
(e)
If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under Code Section
14-2-916
.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-916 - Court action to compel purchase

(a)
If an offer to purchase shares made under Code Section
14-2-915
is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the superior court of the county where the corporation's registered office is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.
(b)
The court shall determine the fair value of the shares subject to compulsory purchase in accordance with standards set forth in Code Section
14-2-942
together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.
(c)
After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.
(d)
If the corporation or other purchaser does not make a payment required by the court's order within 30 days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.
(e)
A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 2 - SHARES (§§ 14-2-910 — 14-2-917) › Section 14-2-917 - Court costs and other expenses

(a)
The court in a proceeding commenced under Code Section
14-2-916
shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided in subsection (b) of this Code section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.
(b)
The court may assess all or a portion of the total costs of the proceedings:
(1)
Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or
(2)
Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last purchase offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-920 - Shareholder agreements

(a)
All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.
(b)
An agreement authorized by this Code section is effective although:
(1)
It eliminates a board of directors;
(2)
It restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights;
(3)
Its effect is to treat the corporation as a partnership; or
(4)
It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.
(c)
If the corporation has a board of directors, an agreement authorized by this Code section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement.
(d)
A provision eliminating a board of directors in an agreement authorized by this Code section is not effective unless the articles of incorporation or bylaws approved by shareholders or an agreement among all the shareholders contains a statement to that effect as required by Code Section
14-2-922
.
(e)
A provision entitling one or more shareholders to dissolve the corporation under Code Section
14-2-933
is effective only if a statement of this right is contained in the articles of incorporation, a bylaw adopted by the shareholders, or an agreement among all the shareholders.
(f)
To amend an agreement authorized by this Code section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.
(g)
Subscribers for shares may act as shareholders with respect to an agreement authorized by this Code section if shares are not issued when the agreement is made.
(h)
If the articles of incorporation, a bylaw adopted by the shareholders, or an agreement among all the shareholders provides that directors elected by the holders of a class or series of shares shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.
(i)
This Code section does not prohibit any other agreement between or among shareholders in a statutory close corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-921 - Special terms and powers of directors

The articles of incorporation or a bylaw adopted by the shareholders of a statutory close corporation may confer upon holders of any class or series of shares the right to elect one or more directors who shall serve for such term and have such voting powers as shall be stated in the articles of incorporation or a bylaw adopted by the shareholders. The terms of office and voting powers of the directors elected in the manner so provided in the articles of incorporation or a bylaw adopted by the shareholders may be greater than or less than those of any other director or class 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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-922 - Elimination of board of directors

(a)
A statutory close corporation may operate without a board of directors if its articles of incorporation, bylaws approved by the shareholders, or agreements between the shareholders that are otherwise lawful contain a statement to that effect.
(b)
An amendment to articles of incorporation, bylaws approved by the shareholders, or an agreement between the shareholders eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.
(c)
While a corporation is operating without a board of directors as authorized by subsection (a) of this Code section:
(1)
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;
(2)
Unless the articles of incorporation, bylaws approved by the shareholders, or agreements among the shareholders provide otherwise:
(A)
Action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders; and
(B)
Action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;
(3)
Those shareholders in whom the discretion or the powers of the board are vested are liable for the liability imposed by law upon directors;
(4)
A requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders;
(5)
The shareholders by resolution may appoint one or more shareholders to sign documents as "designated directors"; and
(6)
Unless the context clearly requires otherwise, the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this chapter.
(d)
An amendment to articles of incorporation, bylaws approved by the shareholders, or an agreement between the shareholders deleting the statement eliminating a board of directors must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment must also specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under Code Section
14-2-801
.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-923 - Bylaws

(a)
A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Code Section
14-2-920
.
(b)
If a corporation does not have bylaws when its statutory close corporation status terminates under Code Section
14-2-931
, the corporation shall immediately adopt bylaws under Code Section
14-2-206
.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-924 - Annual meeting

(a)
The annual meeting date for a statutory close corporation is the first business day after the thirty-first day of May unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Code Section
14-2-920
fixes a different date.
(b)
A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (a) of this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-925 - Execution of documents in more than one capacity

Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 3 - GOVERNANCE (§§ 14-2-920 — 14-2-926) › Section 14-2-926 - Limited liability

The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 4 - REORGANIZATION AND TERMINATION (§§ 14-2-930 — 14-2-933) › Section 14-2-930 - Merger, share exchange, and sale of assets

(a)
A plan of merger or share exchange:
(1)
That if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; or
(2)
That if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(b)
A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation that requires approval of the shareholders pursuant to Code Section
14-2-1202
must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 4 - REORGANIZATION AND TERMINATION (§§ 14-2-930 — 14-2-933) › Section 14-2-931 - Termination of statutory close corporation status

(a)
A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Code Section
14-2-922
, the amendment must either comply with Code Section
14-2-801
or delete the statement dispensing with the board of directors from its articles of incorporation.
(b)
An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.
(c)
If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under Article 13 of 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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 4 - REORGANIZATION AND TERMINATION (§§ 14-2-930 — 14-2-933) › Section 14-2-932 - Effect of termination of statutory close corporation status

(a)
A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter or, if incorporated under Chapter 7 of this title, known as the "Georgia Professional Corporation Act," to all provisions of that chapter.
(b)
Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement, the bylaws, or the articles of incorporation unless this article, this chapter, or another law of this state invalidates the right.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 4 - REORGANIZATION AND TERMINATION (§§ 14-2-930 — 14-2-933) › Section 14-2-933 - Shareholder option to dissolve corporation

(a)
The articles of incorporation, bylaws adopted by the shareholders, or an agreement among all the shareholders of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and begin dissolution proceedings under Code Sections
14-2-1403
through
14-2-1408
.
(b)
Unless the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders provides otherwise, an amendment to the articles of incorporation, bylaws adopted by the shareholders, or any agreement among all the shareholders to add, change, or delete the authority to dissolve described in subsection (a) of this Code section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 5 - JUDICIAL SUPERVISION (§§ 14-2-940 — 14-2-943) › Section 14-2-940 - Court action to protect shareholders

(a)
Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for any of the relief described in Code Section
14-2-941
,
14-2-942
, or
14-2-943
if:
(1)
The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;
(2)
The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
(3)
There exists one or more grounds for judicial dissolution of the corporation under Code Section
14-2-1430
.
(b)
A shareholder must commence a proceeding under subsection (a) of this Code section in the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c)
If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this Code section with respect to the matters until he has exhausted the nonjudicial remedy.
(d)
If a shareholder has dissenters' rights under this article or Article 13 of this chapter with respect to proposed corporate action, he must commence a proceeding under this Code section before he is required to give notice of his intent to demand payment under Code Section
14-2-1321
or to demand payment under Code Section
14-2-1323
or the proceeding is barred.
(e)
Except as provided in subsections (c) and (d) of this Code section, a shareholder's right to commence a proceeding under this Code section and the remedies available under Code Sections
14-2-941
through
14-2-943
are in addition to any other right or remedy he may have.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 5 - JUDICIAL SUPERVISION (§§ 14-2-940 — 14-2-943) › Section 14-2-941 - Ordinary relief

(a)
If the court finds that one or more of the grounds for relief described in subsection (a) of Code Section
14-2-940
exist, it may order one or more of the following types of relief:
(1)
The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;
(2)
The cancellation or alteration of any provision in the corporation's articles of incorporation, bylaws, or agreement among the shareholders;
(3)
The removal from office of any director or officer;
(4)
The appointment of any individual as a director or officer;
(5)
An accounting with respect to any matter in dispute;
(6)
The appointment of a custodian to manage the business and affairs of the corporation;
(7)
The appointment of a provisional director (who has all the rights, powers, and duties of a duly elected director) to serve for the term and under the conditions prescribed by the court;
(8)
The payment of dividends;
(9)
The award of damages to any aggrieved party.
(b)
If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including attorneys' fees and the expenses of appraisers or other experts, incurred in the proceeding.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 5 - JUDICIAL SUPERVISION (§§ 14-2-940 — 14-2-943) › Section 14-2-942 - Extraordinary relief; share purchase

(a)
If the court finds that the ordinary relief described in subsection (a) of Code Section
14-2-941
is or would be inadequate or inappropriate, it may order the corporation dissolved under Code Section
14-2-943
unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this Code section.
(b)
If the court orders a share purchase, it shall:
(1)
Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers (if any) appointed by the court, and the legal constraints on the corporation's ability to purchase the shares;
(2)
Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;
(3)
Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;
(4)
Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and
(5)
Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Code Section
14-2-943
.
(c)
After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.
(d)
If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 5 - JUDICIAL SUPERVISION (§§ 14-2-940 — 14-2-943) › Section 14-2-943 - Extraordinary relief; dissolution

(a)
The court may dissolve the corporation if it finds that:
(1)
There are one or more grounds for judicial dissolution under Code Section
14-2-1430
; or
(2)
All other relief ordered by the court under Code Section
14-2-941
or Code Section
14-2-942
has failed to resolve the matters in dispute.
(b)
In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
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 9 - CLOSE CORPORATIONS (§§ 14-2-901 — 14-2-950) › Part 6 - TRANSITION PROVISIONS (§ 14-2-950) › Section 14-2-950 - Application to existing corporations

This article applies to all corporations electing statutory close corporation status under Code Section
14-2-902
after July 1, 1989.
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 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1001 - Authority to amend

(a)
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b)
A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1002 - Amendment by board of directors

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:
(1)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2)
To delete the names and addresses of the initial directors;
(3)
To delete the name and address of the initial registered agent or registered office, if an annual registration is on file with the Secretary of State;
(4)
To delete the name and address of each incorporator;
(5)
To delete the mailing address of the initial principal office of the corporation if an annual registration is on file with the Secretary of State;
(6)
To change each issued or each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(7)
To change or eliminate the par value of each issued and unissued share of an outstanding class if the corporation has only shares of that class outstanding;
(8)
To change the corporate name; or
(9)
To make any other change expressly permitted by this chapter to be made without shareholder 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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1003 - Amendment by board of directors and shareholders

(a)
A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(b)
For the amendment to be adopted:
(1)
The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, 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 amendment, in which case the board of directors shall transmit to the shareholders the basis for such determination; and
(2)
The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this Code section.
(c)
The board of directors may condition its submission of the proposed amendment, the effectiveness of the proposed amendment, 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 of meeting must also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e)
Unless this chapter, the articles of incorporation, 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 amendment to be adopted must be approved by a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote on the amendment.
(f)
At any time prior to the time the amendment becomes effective, notwithstanding authorization of the proposed amendment by the shareholders of the corporation, the board of directors may abandon such proposed amendment without further shareholder action. If the amendment is abandoned after articles of amendment have been filed with the Secretary of State but before the amendment has become effective, a statement that the amendment has been abandoned in accordance with this Code section executed on behalf of the corporation shall be delivered to the Secretary of State for filing prior to the effectiveness of the amendment. Upon filing, the statement shall take effect and the amendment shall be deemed abandoned and shall not become effective.
Amended by 2006 Ga. Laws 817,§ 6, eff. 7/1/2006.
Amended by 2004 Ga. Laws 533, § 17, 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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1005 - Amendment before issuance of shares

(a)
If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation.
(b)
If any amendment before shares are issued makes a material change in the articles of incorporation, nonassenting subscribers for shares shall be entitled to rescind their subscriptions.
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 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1006 - Articles of amendment

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1)
The name of the corporation;
(2)
The text of each amendment adopted;
(3)
If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4)
The date of each amendment's adoption;
(5)
If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(6)
If approval of the shareholders was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of Code Section
14-2-1003
.
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 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1006.1 - Publication of notice of change of name

(a)
Together with the articles of amendment which change the name of the corporation, the corporation shall deliver to the Secretary of State an undertaking, which may appear in the articles of amendment or be set forth in a letter or other instrument executed by an incorporator or any person authorized to act on behalf of the corporation, to publish a notice of the filing of the articles of amendment as required by subsection (b) of this Code section.
(b)
No later than the next business day following the delivery of the articles of amendment and certificate as provided in subsection (a) of this Code section, 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 CHANGE OF CORPORATE NAME
Notice is given that articles of amendment which will change the name of __________________ (present corporate name) to __________________ (proposed corporate name) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code. The registered office of the corporation is located at __________________ (address of registered office)."
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 articles of amendment or the change of the name of the corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1007 - Restated articles of incorporation

(a)
A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b)
The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Code Section
14-2-1003
.
(c)
If the board of directors submits a restatement for shareholder action, 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 proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles or contain or be accompanied by a full and complete summary of any such amendment or other change.
(d)
A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation including, or accompanied by a certificate setting forth, the following information:
(1)
Whether the restatement contains an amendment to the articles requiring shareholder approval, and, if it does not, that the board of directors adopted the restatement; or
(2)
If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Code Section
14-2-1006
.
(e)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f)
The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including any certificate filed pursuant to subsection (d) of this Code section.
Amended by 2003 Ga. Laws 392, § 5, 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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1008 - [Repealed] Amendment pursuant to reorganization

Repealed by 2006 Ga. Laws 817,§ 7, 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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 14-2-1001 — 14-2-1022) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 14-2-1001 — 14-2-1009) › Section 14-2-1009 - Effect of amendment

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
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 14-2-1020 - Amendment by board of directors or shareholders

(a)
A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws unless:
(1)
The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or in part; or
(2)
The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b)
A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the bylaws may also be amended or repealed by its board of directors; provided, however, that unless the articles of incorporation provide otherwise, the shareholders may not amend (but may repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of Code Section
14-2-728
or adopt a bylaw changing the plurality standard for the election of directors set forth in such subsection.
(c)
A bylaw establishing staggered terms for directors may only be adopted, amended, or repealed by the shareholders.
(d)
A bylaw limiting the authority of the board of directors may only be adopted pursuant to an agreement meeting the requirements of Code Section
14-2-732
.
(e)
Bylaws adopted by the incorporators or board of directors prior to the issuance of any of the corporation's shares may be amended by the incorporators or the board of directors prior to the issuance of any of the corporation's shares.
Amended by 2008 Ga. Laws 452,§ 5, eff. 5/6/2008.
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 14-2-1021 - Bylaw increasing quorum or voting requirement for shareholders

(a)
Except as provided in subsection (b) of Code Section
14-2-1020
, a bylaw adopted by the shareholders may fix a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter shall remain valid until amended or repealed as provided in subsection (b) of this Code section.
(b)
Except as provided in Code Section
14-2-1020
,
14-2-1113
, or
14-2-1133
, a bylaw adopted by the shareholders that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this Code section shall not be adopted, amended, or repealed by the board of directors.
Amended by 2008 Ga. Laws 452,§ 6, eff. 5/6/2008.