reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 14-3-1501 — 14-3-1510) › Section 14-3-1510 - Service of process on foreign corporation

(a)
The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of any process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b)
If a foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail or statutory overnight delivery, return receipt requested, addressed to the chief executive officer, chief financial officer, or secretary of the foreign corporation at its principal office shown in the later of its application for a certificate of authority or its most recent annual registration. Any party that serves a foreign corporation in accordance with this subsection shall also serve a copy of the process upon the Secretary of State and shall pay a $10.00 filing fee.
(c)
Service is perfected under subsection (b) of this Code section at the earliest of:
(1)
The date the foreign corporation receives the mail;
(2)
The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3)
Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d)
This Code section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
(e)
For service in a proceeding to enforce any obligation of a domestic corporation party to a merger, see subsection (b) of Code Section
14-3-1106
.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2002 Ga. Laws 872, § 11, eff. 7/1/2002.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 2 - CERTIFICATE OF WITHDRAWAL (§ 14-3-1520) › Section 14-3-1520 - Withdrawal of foreign corporation from state

(a)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. A foreign corporation authorized to transact business in this state that merges with and into a domestic corporation pursuant to Code Section
14-3-1106
and is not the surviving corporation in such merger need not obtain a certificate of withdrawal from the Secretary of State.
(b)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing.
The application must set forth:
(1)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4)
A mailing address to which a copy of any process served on the Secretary of State under paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and
(5)
A commitment to notify the Secretary of State in the future of any change in its mailing address.
(c)
After the withdrawal of the corporation is effective, service of process on the Secretary of State under this Code section is service on the foreign corporation. Any party that serves process upon the Secretary of State in accordance with this subsection shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation at the mailing address set forth under subsection (b) of this Code section.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 61, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-3-1530 — 14-3-1532) › Section 14-3-1530 - Grounds for revocation

The Secretary of State may commence a proceeding under Code Section
14-3-1531
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
The foreign corporation does not deliver its annual registration to the Secretary of State within 60 days after it is due;
(2)
The foreign corporation does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
(3)
The foreign corporation is without a registered agent or registered office in this state for 60 days or more;
(4)
The foreign corporation does not inform the Secretary of State under Code Section
14-3-1508
or
14-3-1509
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within days of the change, resignation, or discontinuance;
(5)
An incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(6)
The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
Amended by 2004 Ga. Laws 533, § 66, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-3-1530 — 14-3-1532) › Section 14-3-1531 - Procedure for and effect of revocation

(a)
If the Secretary of State determines that one or more grounds exist under Code Section
14-3-1530
for revocation of a certificate of authority, he or she shall provide the foreign corporation with written notice of his or her determination by mailing a copy of the notice, by first-class mail, to the foreign corporation at the last known address of its principal office or to the registered agent.
(b)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after notice is provided to the corporation, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.
(c)
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d)
The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Any party that serves process upon the Secretary of State shall also mail a copy of the process to the chief executive officer, chief financial officer, or the secretary of the foreign corporation, at its principal office shown in its most recent annual registration or in any subsequent communication received by the Secretary of State from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.
(e)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, §§ 66, 68, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 14-3-1530 — 14-3-1532) › Section 14-3-1532 - Appeal from revocation

(a)
A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Superior Court of Fulton County within 30 days after service of the certificate of revocation is perfected under Code Section
14-3-1510
. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
(b)
The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 15 - FOREIGN CORPORATIONS (§§ 14-3-1501 — 14-3-1540) › Part 4 - DOMESTICATION UNDER PRIOR LAW (§ 14-3-1540) › Section 14-3-1540 - Applicability of chapter to foreign corporations domesticated under prior law

(a)
A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter. Such domesticated foreign corporations and the members thereof shall have all the rights, privileges, and immunities and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the members thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.
(b)
Whenever the term "foreign corporation authorized to transact business in this state" is used in this chapter, it shall be deemed to include domesticated foreign corporations, except where the context or this chapter otherwise requires.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 1 - RECORDS (§§ 14-3-1601 — 14-3-1606) › Section 14-3-1601 - Required corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d)
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 1 - RECORDS (§§ 14-3-1601 — 14-3-1606) › Section 14-3-1603 - Scope of inspection right

(a)
A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b)
The right to copy records under Code Section
14-3-1602
includes, if reasonable, the right to receive copies made by photographic, electronic, or other means.
(c)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(d)
A corporation shall convert into written form without charge any record not in written form, upon written request of a person entitled to inspect it.
(e)
The corporation may comply with a member's demand to inspect the record of members under paragraph (3) of subsection (c) of Code Section
14-3-1602
by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 1 - RECORDS (§§ 14-3-1601 — 14-3-1606) › Section 14-3-1604 - Court-ordered inspection

(a)
If a corporation does not allow a member who complies with subsection (b) of Code Section
14-3-1602
to inspect and copy any records required by that subsection to be available for inspection, the superior court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b)
If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of Code Section
14-3-1602
may apply to the superior court for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs (including reasonable attorney's fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 1 - RECORDS (§§ 14-3-1601 — 14-3-1606) › Section 14-3-1605 - Use of membership list

Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1)
Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2)
Used for any commercial purpose; or
(3)
Sold to or purchased by any person.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 1 - RECORDS (§§ 14-3-1601 — 14-3-1606) › Section 14-3-1606 - Inspection rights of directors

(a)
A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation or any law.
(b)
Upon application of a director who has been refused such inspection and copying rights, the superior court shall order inspection and copying of the books, records, and documents at the corporation's expense, unless the corporation establishes that the director is not entitled to such inspection and copying rights. The court shall dispose of an application under this Code section on an expedited basis.
(c)
If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection and copying rights in a manner that would violate a duty to the corporation or any law, and may also order the corporation to reimburse the director for the director's expenses (including attorney's fees) incurred in connection with the application.
Added by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 2 - REPORTS (§§ 14-3-1620 — 14-3-1622) › Section 14-3-1620 - Furnishing financial statements to members

(a)
A corporation upon request in writing or by electronic transmission from a member shall furnish that member its latest prepared annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, in reasonable detail as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b)
If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the chief executive officer or the person responsible for the corporation's financial accounting records:
(1)
Stating the chief executive officer's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 63, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 2 - REPORTS (§§ 14-3-1620 — 14-3-1622) › Section 14-3-1621 - Report to members of indemnification or advance of expenses

If a corporation indemnifies or advances expenses to a director under Code Section
14-3-851
,
14-3-852
,
14-3-853
, or
14-3-854
in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 16 - RECORDS AND REPORTS (§§ 14-3-1601 — 14-3-1622) › Part 2 - REPORTS (§§ 14-3-1620 — 14-3-1622) › Section 14-3-1622 - Annual registration of corporation

(a)
Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Secretary of State for filing an annual registration that sets forth:
(1)
The name of the corporation and the state or country under whose law it is incorporated;
(2)
The street address and county of its registered office and the name of its registered agent at that office in this state;
(3)
The mailing address of its principal office, if any; and
(4)
The names and respective addresses of its chief executive officer, chief financial officer, and secretary.
(b)
Information in the annual registration must be current as of the date the annual registration is executed on behalf of the corporation.
(c)
The first annual registration must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual registrations must be delivered to the Secretary of State between January 1 and April 1, or such other date as the Secretary of State may specify by rules or regulations, of the following calendar years.
(d)
The initial annual registration of a domestic corporation shall be filed within 90 days after the day its articles of incorporation are delivered to the Secretary of State for filing. However, the initial annual registration of a domestic corporation whose articles of incorporation are delivered to the Secretary of State for filing subsequent to October 1 shall be filed between January 1 and April 1 of the year next succeeding the calendar year in which its certificate of incorporation is issued by the Secretary of State.
(e)
If an annual registration does not contain the information required by this Code section, the Secretary of State shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this Code section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 17 - APPLICABILITY (§§ 14-3-1701 — 14-3-1703) › Section 14-3-1702 - Applicability to qualified foreign corporations

A foreign corporation transacting business in this state on or after July 1, 1991, is subject to this chapter. A foreign corporation that is authorized to transact business or conduct affairs in this state on July 1, 1991, is not required to obtain a new certificate of authority.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 3 - NONPROFIT CORPORATIONS (§§ 14-3-101 — 14-3-1703) › Article 17 - APPLICABILITY (§§ 14-3-1701 — 14-3-1703) › Section 14-3-1703 - Saving provisions

(a)
Except as provided in subsection (b) of this Code section, the repeal of a statute by this chapter does not affect:
(1)
The operation of the statute or any action taken under it before its repeal;
(2)
Any ratification, right, remedy, privilege, obligation, cause of action, liability, penalty, or action or special proceeding acquired, accrued, or incurred under the statute before its repeal; but the same, as well as actions that are pending on July 1, 1991, may be asserted, enforced, prosecuted, or defended as if the prior statute has not been repealed;
(3)
Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4)
Transactions validly entered into before July 1, 1991, and the rights, duties, and interests flowing from them shall remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute repealed by this chapter as though the repeal had not occurred;
(5)
Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed;
(6)
Any provision of the articles of incorporation, charter, or bylaws of a corporation in existence on July 1, 1991, that was authorized or permitted by the prior nonprofit corporation law of this state, that was validly adopted under the law in effect at the time of its adoption, and that is authorized or permitted by this chapter; or
(7)
Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b)
If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 65, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 1 - GENERAL PROVISIONS (§§ 14-4-1 — 14-4-2) › Section 14-4-1 - Intention

This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations chartered by the Secretary of State and complements and supplements the express provisions of existing statutes governing banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporations. All references in this chapter to corporations chartered by or incorporated by the Secretary of State shall refer only to the aforesaid corporations, except as otherwise provided, and shall not refer to corporations incorporated by the Secretary of State under Chapter 2 of this title.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 1 - GENERAL PROVISIONS (§§ 14-4-1 — 14-4-2) › Section 14-4-2 - Existing venue statutes unaffected by chapter

Nothing in this chapter shall affect existing statutes with respect to the venue of actions against railroad, electric, banking, trust, insurance, canal, navigation, express, and telegraph companies, which existing statutes include, as to express companies, those statutes codified as Code Sections
46-9-234
through
46-9-236
; as to companies under the jurisdiction of the Georgia Public Service Commission, that statute codified as Code Section
46-2-92
.
Amended by 2012 Ga. Laws 700,§ 1, eff. 7/1/2012.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 2 - INCORPORATION (§§ 14-4-21 — 14-4-25) › Section 14-4-21 - Number of directors; effect upon acts of directors prior to April 1, 1969

Every banking, trust, insurance, railroad, canal, navigation, express, and telegraph corporation shall have such number of directors, not less than three, as may be provided by its charter, any amendment thereto granted prior to April 1, 1969, or thereafter, or by its bylaws in the absence of any such charter provision. The effect of this Code section shall be that all actions taken prior to April 1, 1969, by the board of directors of any such corporation shall be valid and binding for all purposes as if this Code section had been enacted before such action was taken and as if such board of directors had been constituted as provided by this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 2 - INCORPORATION (§§ 14-4-21 — 14-4-25) › Section 14-4-22 - Use of name of another without consent

Whenever application is made to the Secretary of State to obtain a charter or the authorization of articles of incorporation for any purpose, it shall be unlawful for the applicant either to use the name of any person, order, lodge, society, or corporation as a corporate name or to mention any such name in connection with the purpose of such proposed organization without furnishing at the time of application an affidavit of consent executed by such person, order, lodge, society, or corporation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 2 - INCORPORATION (§§ 14-4-21 — 14-4-25) › Section 14-4-23 - Objection to grant of charter; hearing thereon

It shall be the right of any person, order, lodge, society, or corporation interested in the result of an application to obtain a charter or the authorization of articles of incorporation in which the name of such person, order, lodge, society, or corporation is used unlawfully under Code Section
14-4-22
to file written objections and to appear before the Secretary of State. The Secretary of State, after hearing the issue formed by the application and objections filed thereto and after hearing evidence thereon, may in his discretion grant or refuse such charter or articles of incorporation. Such application and objections filed thereto may be heard within the office of the Secretary of State at such reasonable time as he may designate.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 2 - INCORPORATION (§§ 14-4-21 — 14-4-25) › Section 14-4-24 - Appeal from action of Secretary of State

Either party to a hearing held pursuant to Code Section
14-4-23
who is dissatisfied with the action of the Secretary of State may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury. The court shall either sustain the action of the Secretary of State or direct him to take such action as the court may deem proper.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 2 - INCORPORATION (§§ 14-4-21 — 14-4-25) › Section 14-4-25 - When previously used corporate name becomes available for use by others

(a)
The name of a corporation shall become immediately available for use by others upon:
(1)
The surrender by the corporation of its franchise;
(2)
The effective date of an amendment changing the name of the corporation;
(3)
The voluntary or involuntary dissolution of the corporation.
(b)
Upon the effective date of a merger or consolidation, the names of the constituent corporations shall become immediately available except insofar as one of such names shall be the name of the surviving or resulting corporation.
(c)
Nothing in this Code section shall abrogate or limit the law as to unfair competition or unfair trade practice nor derogate from the common law, or principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names and trademarks.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-40 - Creation of shares with or without par value and of classes of shares

Every corporation having capital stock incorporated prior to April 1, 1969, or thereafter by the Secretary of State or by Act of the General Assembly, including corporations with powers derived from both of such sources, except an insurance company, which shall be subject to the provisions of Code Section
33-14-45
, or a banking or trust company, which shall be subject to the provisions of Code Section
7-1-413
, may, upon its organization or thereafter in the manner provided in this article, create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions, and qualifications as shall be designated in its petition, declaration, or other application for incorporation or as subsequently shall be decided upon, provided there shall be but one class of common stock, each share of which shall stand upon an equality with every other share. Before any such corporation can begin business as a corporation there must be at least $1,000.00 paid in for such nonpar value common stock either in cash or in tangible assets at their fairly appraised valuation.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-41 - Authority prerequisite to issuance of stock

Before any corporation shall avail itself of this article, it shall procure appropriate corporate authority therefor in the manner provided by law. The Secretary of State is authorized to grant such powers to the several classes of corporations of which he has jurisdiction to grant or amend charters.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-42 - Application of laws governing par stock to nonpar stock

The provisions of law relating to the issue of shares of capital stock with par value, including in the case of a corporation under the jurisdiction of the Georgia Public Service Commission the laws defining the duties and powers of said commission with respect to the issuance of shares of stock, shall, except as otherwise provided in this article, apply also to the issue of shares without par value.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-43 - Consideration for sale of nonpar stock

A corporation may issue and dispose of its authorized shares without par value for such consideration as may be authorized or prescribed in its charter or certificate of incorporation or amendments thereof or, if there is no provision therein with respect thereto, for such consideration as may be fixed by the stockholders at a meeting duly called for that purpose, or by the board of directors when acting under general or special authority granted by the stockholders or under general authority conferred by the charter or certificate of incorporation or amendments thereof. Any and all shares without nominal or par value issued for the consideration prescribed or fixed in accordance with this Code section shall be fully paid and not liable to any further call or assessment thereon; nor shall the subscriber or holder be liable for any further payment.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-44 - Change of par stock into nonpar stock

Every corporation of the character included in Code Section
14-4-40
having shares with par value, whether issued and outstanding or only authorized, may, at a meeting duly called for the purpose, by the vote of a majority of all its stock entitled to vote or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares of any class thereof into an equal or greater number of shares of the same class without par value or provide for the exchange thereof pro rata for an equal or greater number of shares without par value, provided that all shares in any one class shall be changed or exchanged on the same basis; and provided, further, that the preferences, restrictions, and qualities of the outstanding shares so changed or exchanged shall not be otherwise affected nor the relative voting powers of the different classes of shares be altered.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-45 - Application for incorporation of corporations having nonpar stock

Upon the organization of any corporation having shares of stock without par value, the petition, declaration, or other application for incorporation required by law, in addition to other matters required to be stated, shall state:
(1)
The number of shares with par value and the number of shares without par value that may be issued and the designation of the classes, if any, into which such shares are divided;
(2)
The par value of the shares, if any, other than the shares to be without par value; and
(3)
If there are to be two or more classes of stock, a description of the different classes including a statement of the respective preferences, restrictions, and qualities thereof.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-46 - Statement as to nonpar stock

Any law requiring that the amount of par value of the capital stock of a corporation be stated in any certificate, report, or other instrument shall be deemed to be complied with so far as shares without par value are concerned by stating with respect to such shares the number authorized, issued, or to be issued, as the case may be, and the fact that they are without par value.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 3 - CORPORATE FINANCE (§§ 14-4-40 — 14-4-47) › Section 14-4-47 - Meeting "duly called for the purpose" defined

A meeting "duly called for the purpose," as that phrase is used in this article, shall mean a meeting of the stockholders called and notified for the purpose in the manner prescribed by the bylaws of the corporation concerned. Unless required by the bylaws, no publication of the call or notice in any newspaper shall be necessary.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-60 - Powers generally

All corporations have the right to sue and be sued, to have and use a common seal, to make bylaws binding on their own members not inconsistent with the laws of this state and of the United States, to receive donations by gift or will, to purchase and hold such property, real or personal, as is necessary to the purpose of their organization, and to do all such acts as are necessary for the legitimate execution of this purpose.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-61 - Power to make donations for public welfare or for charitable, scientific, or educational purposes

Every private corporation incorporated in this state on or after April 1, 1969, shall have, in addition to the powers granted in its articles of incorporation or charter and in addition to other general powers conferred by law, power to make donations for the public welfare or for charitable, scientific, or educational purposes. Every private corporation incorporated prior to April 1, 1969, and whose articles of incorporation or charter was issued subject to the right reserved in the state to change the articles of incorporation or charter or withdraw the franchise shall also have the power described in this Code section.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-62 - Continuous succession; term of articles of incorporation or charter

Corporations shall have continuous succession during the time limited by their articles of incorporation or charters, notwithstanding the death of their members. Should any articles of incorporation or charter granted to a private corporation be silent as to its continuance, such articles of incorporation or charter shall expire at the end of 30 years from the date of its grant by the Secretary of State.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-63 - Liability of persons transacting business before minimum capital stock subscribed for

Persons who organize a company and transact business in its name before the minimum capital stock has been subscribed for are liable to creditors to make good the minimum capital stock with interest.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-64 - Responsibility for acts of officers

Every corporation acts through its officers and is responsible for the acts of such officers in the sphere of their appropriate duties; and no corporation shall be relieved of its liability to third persons for the acts of its officers by reason of any bylaws or other limitation upon the power of the officer not known to such third person.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 4 - POWERS AND LIABILITIES (§§ 14-4-60 — 14-4-65) › Section 14-4-65 - Improper dividends; liability of officers

No corporation or association shall declare any dividend or distribute any money among its members as profits when such dividend or money is not declared or distributed from the actual legitimate net earnings and in any manner increases its debts. Should the president, directors, or other agent of any corporation declare a dividend or dividends in violation of the above provisions they shall be subject to an action for double the amount of damages that any person or persons may sustain in consequence of the declaring of such dividend or dividends.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 5 - RENEWAL OR REVIVAL OF CHARTER (§§ 14-4-80 — 14-4-81) › Section 14-4-80 - Renewal of charter

(a)
Any railroad, canal, navigation, express, or telegraph company heretofore incorporated by an Act of the General Assembly or by a certificate of the Secretary of State may have its charter renewed and its corporate existence extended for a period of 30 years by filing with the Secretary of State at any time within six months prior to the expiration of its charter an application signed with its corporate name and under its corporate seal, in which it shall state:
(1)
The name of the corporation;
(2)
When and how it was incorporated, giving the date of its original charter and all amendments and renewals thereto; and
(3)
That it desires a renewal of its charter as set out in the original charter and amendments thereto.
Upon filing such application, the corporation shall pay to the Secretary of State a fee of $100.00 to be paid by him into the state treasury.
(b)
Such corporation shall file with the application an abstract from the minutes of the corporation, duly certified by the president and secretary of the corporation, showing that the application for renewal has been authorized by resolution which has been duly adopted by the affirmative vote of the holders of a majority of the shares entitled to vote thereon at a meeting held for the purpose of passing upon such resolution.
(c)
Upon the filing of the application and abstract, the Secretary of State shall issue to the petitioning corporation a certificate under the seal of the state renewing its charter for a period of 30 years from the date of its expiration. The Secretary of State shall keep on file the application and abstract and shall record the application, the abstract, and the certificate granting the renewal in a book kept for that purpose.
(d)
Upon filing the application and abstract and the issuance of the certificate prescribed, the corporation shall be conclusively presumed to have accepted the renewal of its charter; and the corporation shall be a body corporate and shall continue in existence for the space of 30 years with all the powers, privileges, and liabilities granted in the original charter and the amendments thereto, so far as the same are not in conflict with the Constitution and laws of the state, in force on April 1, 1969, or thereafter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 4 - SECRETARY OF STATE CORPORATIONS (§§ 14-4-1 — 14-4-183) › Article 5 - RENEWAL OR REVIVAL OF CHARTER (§§ 14-4-80 — 14-4-81) › Section 14-4-81 - Revival of expired charter

(a)
In all cases where a charter of any corporation incorporated by an Act of the General Assembly or by a certificate of the Secretary of State has expired and such corporation has continued in business in ignorance of such expiration, such charter may be revived in the same manner as original charters are procured from the Secretary of State at any time within ten years from the date of expiration, provided that a majority of the stockholders of the corporation at a regular or special meeting, notice of the purpose of the meeting having been given to the stockholders, shall have adopted a resolution asking for such revival and stating that all the stockholders shall be bound by the resolution.
(b)
Upon the issuance by the Secretary of State of a certificate reviving the corporation, all the property and other rights of the corporation shall continue in the corporation as so revived and the acts of such corporation in the period between the date of expiration and date of revival shall be thereby confirmed and held as the acts of the original corporation so revived. The corporation shall continue from the date of issuance of the certificate by the Secretary of State for the full period allowed by law for such corporations.