reglab/statecodes huggingface dataset:
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 6 - AMENDMENT OF CHARTER (§§ 14-4-100 — 14-4-105) › Section 14-4-100 - Application for amendment of charter of companies incorporated by Act of General Assembly; surrender of certain powers by insurance companies

(a)
Any insurance, railroad, canal, navigation, express, or telegraph company, incorporated prior to April 1, 1969, by special Act of the General Assembly, may amend its charter so as to acquire any or all of the corporate powers and privileges granted to a like corporation under the Acts passed prior to April 1, 1969, or thereafter, providing for the grant of corporate powers and privileges to such companies by the Secretary of State, by filing with the Secretary of State an application signed with the corporate name stating the name and character of the corporation, the date of the original Act of incorporation and all amendments thereto, and that it desires an amendment to its charter by having granted to it the corporate powers and privileges granted to similar corporations by the Act or certain specified sections of the Act, providing for the grant of corporate powers and privileges to such corporations by the Secretary of State, and by paying to the Secretary of State the fee provided by law, to be paid by him into the state treasury. The company shall file along with the application an abstract from the minutes of the corporation, duly certified by the president and secretary of the corporation, which abstract shows that the application for amendment 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 the resolution.
(b)
Whenever any insurance company incorporated by special Act of the General Assembly which is permitted by its charter to do other than a fire insurance business desires to abandon the same or any part thereof, it may, upon application to the Secretary of State, relinquish and surrender any or all of the powers and privileges granted to it for the conduct of such other business, provided no rights of contract are thereby violated.
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 6 - AMENDMENT OF CHARTER (§§ 14-4-100 — 14-4-105) › Section 14-4-101 - Issuance of certificate of amendment to acquire powers; form

If application shall be made under subsection (a) of Code Section
14-4-100
to amend the charter of an insurance, railroad, canal, navigation, express, or telegraph company incorporated by special Act of the General Assembly, the Secretary of State shall issue to the corporation the following certificate:
To whom it may concern - Greetings:
(Insert here name of petitioning corporation), a corporation created by an Act of the General Assembly of this state by an Act approved (insert here date of approval of Act), and Acts amendatory thereof, approved (insert here date of approval of amendatory Acts), having petitioned for an amendment of the charter of said corporation, in terms of the law in such case made and provided, the corporate powers and privileges set out in the Act (or certain specified sections of the Act), providing for the grant of corporate powers and privileges by the Secretary of State to (insert charter of company), are hereby conferred upon (insert name of company desiring amendment).
Witness my hand and the seal of this state, this __________________ day of __________________, __________________.
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 6 - AMENDMENT OF CHARTER (§§ 14-4-100 — 14-4-105) › Section 14-4-102 - Issuance of certificate of amendment to surrender powers; form

If application shall be made by an insurance company under subsection (b) of Code Section
14-4-100
to amend its charter, the Secretary of State shall issue the insurance company the following certificate:
To whom it may concern - Greetings:
(Insert here name of petitioning insurance company), a corporation created by an Act of the General Assembly of this state by an Act approved (insert here date of approval of Act), and Acts amendatory thereof, approved (insert here date of approval of amendatory Acts), having petitioned for an amendment of the charter of said corporation, in terms of the law in such case made and provided, by (insert here the particular powers or privileges which said insurance company desires to relinquish or surrender), said amendment is hereby granted and allowed and made a part of the charter of the said (insert name of insurance company desiring amendment).
Witness my hand and the seal of this state, this __________________ day of __________________, __________________.
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 6 - AMENDMENT OF CHARTER (§§ 14-4-100 — 14-4-105) › Section 14-4-103 - Acceptance of amendment conclusively presumed

After the filing of an application for an amended charter under Code Section
14-4-100
and the issuance of the certificate prescribed in Code Section
14-4-101
or
14-4-102
, the corporation shall be conclusively presumed to have accepted the amendment specified and shall have, enjoy, and exercise all the corporate powers and privileges set out in the Act or the particular section of the Act specified in the application and certificate.
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 6 - AMENDMENT OF CHARTER (§§ 14-4-100 — 14-4-105) › Section 14-4-104 - Secretary of State to keep record of amendments

The Secretary of State shall keep on file all applications and abstracts filed with him under Code Section
14-4-100
and a book in which he shall enter the names of all the companies obtaining amendments to charters under that Code section, the date of the amendment, and, if appropriate, the Act or portions of the Act adopted as an amendment.
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 7 - CHANGE OF NAME, CAPITAL STOCK, PLACE OF BUSINESS, OR NUMBER OF DIRECTORS (§§ 14-4-120 — 14-4-121) › Section 14-4-120 - Petition for change of name, principal office, capital stock, or number of directors

(a)
Any railroad, insurance, express, telegraph, canal, or navigation company, whether incorporated by special Act of the General Assembly or by the Secretary of State under the general law, may have its corporate name, its principal office, the face value of each share of its capital stock, the number of its board of directors, or the amount of its capital stock changed by filing a petition in the office of the Secretary of State. The petition shall be signed with the corporate name and shall state the name and character of the corporation, the date of its original charter and all amendments thereto, and the fact that it desires an amendment to its charter changing its corporate name, its principal office, and the face value of each share of its capital stock, the number of its board of directors, or the amount of any or all of its capital stock, as the case may be.
(b)
Such company shall file with the petition a certified abstract from the minutes of the board of directors showing that the petition for the proposed amendment has been authorized by the affirmative vote of the holders of a majority of the capital stock entitled by the terms of the company's charter to vote thereon at a meeting of the stockholders called by resolution of the board of directors for the purpose of voting on the amendment; provided, however, if the petition is to change the principal office of the company, the certified abstract from the minutes shall show that the amendment was authorized by the affirmative vote of the holders of two-thirds of the capital stock of the company. The certified abstract from the minutes shall show also that notice of such meeting was mailed to each stockholder or, in the case of death, to his legal representatives or heirs at law and addressed to his last known residence at least ten days prior to the day of the meeting.
(c)
An affidavit made and signed in due form of law by the president or secretary of the company shall be attached to said petition, which affidavit shows that the petition has been published once a week for four weeks in that newspaper in which are published the sheriff's sales of the county in which the principal office of the company is located.
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 7 - CHANGE OF NAME, CAPITAL STOCK, PLACE OF BUSINESS, OR NUMBER OF DIRECTORS (§§ 14-4-120 — 14-4-121) › Section 14-4-121 - Issuance of certificate of change of name, principal office, capital stock, or number of directors

When the petition, abstract, and affidavit required by Code Section
14-4-120
have been filed in the office of the Secretary of State, he shall issue to the petitioning company under the great seal of the state a certificate in the following form:
To all to whom these presents may come - Greetings:
Whereas, the (here insert name of petitioning corporation), a corporation created and existing under the laws of this state, has filed in this office, in terms of the law, a petition asking that its charter be amended by changing (its corporate name, or its principal office, or the face value of each share of its capital stock, or the number of its board of directors, or the amount of any or all of its capital stock, as the case may be) from __________________ to __________________ and has complied with all the requirements of the law in such cases made and provided; therefore, the State of Georgia hereby amends the charter of the said (insert name of company) by changing (its corporate name, or principal office, etc., as the case may be) from (insert old name, or old principal office, etc.) to (insert new name, or new principal office, etc.).
In witness whereof, these presents have been signed by the Secretary of State, and the great seal has been attached hereof at the capitol in Atlanta on this __________________ day of __________________, __________________.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-140 - Merger or share exchange consolidation of corporations incorporated by Secretary of State

Any two or more corporations incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, may merge into a single corporation or enter into a share exchange in the manner set forth in Article 11 of 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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-141 - Merger or share exchange consolidation of corporations chartered by Secretary of State with domestic corporations incorporated under Chapter 2

A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, may merge or enter into a share exchange with a domestic corporation or corporations governed by Chapter 2 of this title in accordance with Code Section
14-2-1108
.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-142 - Merger or share exchange consolidation of corporations chartered by Secretary of State with foreign corporations

A corporation which has received its charter from the Secretary of State under provisions other than Chapter 2 of this title, other than a bank or trust company, may merge or enter into a share exchange with one or more foreign corporations in accordance with Code Section
14-2-1107
.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-143 - Right of stockholder to dissent from merger or share exchange consolidation - Demand for payment of value of stock

If any corporation incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, merges or enters into a share exchange with another corporation pursuant to Code Section
14-4-140
,
14-4-141
, or
14-4-142
, the rights of shareholders of such corporation to dissent from and obtain payment of the fair value of their shares in connection with such merger or share exchange shall be governed by provisions of Article 13 of 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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-145 - Appeal from appraisal

Within ten days after an appraisal is filed in the office of the clerk of the superior court pursuant to Code Section
14-4-144
, either the dissenting stockholder or the corporation may enter an appeal in writing to the superior court from the finding of the arbitrators. At the term succeeding and convening not less than 20 days after the filing of the appeal, the judge of the superior court shall cause an issue to be made and tried by a jury as to the value of the stock with the same right to move for a new trial and to seek appellate review as applies in other cases.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-146 - Cessation of stockholders' rights and transfer of stock to corporation

Upon making demand in writing for the value of his stock under Code Section
14-4-143
, a stockholder shall forfeit all rights with respect to such stock except the right to receive payment therefor. Upon payment of the agreed value of the stock or of the value of the stock on final judgment, the stockholder shall transfer his stock to the surviving or resulting 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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-147 - Enforcement against corporation of judgment determining value of stock

In the event the surviving or resulting corporation shall fail to pay the amount of a judgment determining the value of a dissenting stockholder's stock within ten days after the judgment becomes final, execution shall issue thereon and said judgment shall be enforced as other judgments of the superior court are enforced.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-148 - Stockholders of surviving or resulting corporation

Each stockholder in either of the consolidating or merging corporations at the time the merger or consolidation becomes effective who is entitled to vote but who does not vote against the merger or consolidation and object thereto in writing, as provided in Code Section
14-4-143
, and each stockholder in each of the constituent corporations at the time the merger or consolidation becomes effective who is not entitled to vote and who does not object thereto in writing, as provided in Code Section
14-4-143
, shall cease to be a stockholder in such constituent corporation and shall be deemed to have assented to the consolidation or merger. Such stockholders together with the stockholders voting in favor of the consolidation or merger shall be entitled to receive certificates of stock in the surviving or resulting corporation or other securities or property in the manner and on the terms specified in the agreement.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-149 - Article cumulative of other provisions

The right and power to merge or consolidate provided by this article is cumulative and is in addition to any power or right to merge or consolidate vested in corporations created prior to April 1, 1969, or provided by or under the terms of other statutes or this Code.
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 8 - MERGER AND SHARE EXCHANGE (§§ 14-4-140 — 14-4-150) › Section 14-4-150 - Recording of charter of consolidated or merged corporation

Upon the merger or consolidation of corporations as provided in this article, the consolidated corporation or the corporation into which the constituent corporations are merged may cause to be recorded in the records of any clerk of any superior court of this state a certified copy of the charter of the consolidated corporation or the corporation into which the constituent corporations are merged with the certificate of the Secretary of State thereon with the same force and effect as is provided by the statutes of this state for the record of deeds conveying title to land.
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 9 - FORFEITURE AND DISSOLUTION (§§ 14-4-160 — 14-4-161) › Section 14-4-160 - Forfeiture of charter

(a)
A corporation may forfeit its charter:
(1)
By failure to file its annual registration with the Secretary of State as required by Code Section
14-4-180
or by failure to file its annual license or occupational tax return on or before the day such return becomes due;
(2)
By having procured its charter through fraud; or
(3)
By continuing to violate the laws of this state in a manner likely to injure the public or the corporation's shareholders, creditors, or debtors after written notice by the Secretary of State to the corporation at its last known address as shown by the records of the Secretary of State, except that the Secretary of State shall not declare a forfeiture on this ground so long as the corporation is contesting in good faith in any appropriate judicial or administrative proceeding the alleged violation or violations of the laws of this state.
(b)
Forfeiture may be declared by the Secretary of State for the reasons stated in this Code section, and such a forfeiture shall have the effect of dissolving the corporation; but before any forfeiture shall be so declared the corporation shall be afforded a hearing by the Secretary of State on not less than 30 days' notice. Such hearing shall be held in the office of the Secretary of State at such reasonable time as he shall designate.
(c)
From an adverse decision of the Secretary of State the corporation may appeal to the Superior Court of Fulton County, whereupon the matter shall be tried de novo by the court without a jury; and 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 9 - FORFEITURE AND DISSOLUTION (§§ 14-4-160 — 14-4-161) › Section 14-4-161 - Effect of dissolution upon causes of action; service of process

(a)
The dissolution of a corporation either as a result of the expiration of its charter or for any other cause shall not bring about its total extinction nor operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it at the time of such dissolution; but all such pending actions may be prosecuted and enforced to a conclusion as though such corporation were still undissolved.
(b)
Actions for the enforcement of any demand or cause of action due by a dissolved corporation may to a like extent be instituted and enforced against it in any court having jurisdiction thereof at the time of its dissolution; and service thereon may be perfected either by seizure of the property of such corporation, by any form of legal process, or by serving with process issued upon said actions any person who, as an agent or officer of such corporation, was subject to be served as its officer or agent at the time of such dissolution.
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 10 - ANNUAL REPORTS AND FEES (§§ 14-4-180 — 14-4-183) › Section 14-4-180 - Annual registration required

It shall be the duty of all corporations incorporated by the Secretary of State to file with the Secretary of State an annual registration as prescribed by Code Section
14-2-1622
.
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 10 - ANNUAL REPORTS AND FEES (§§ 14-4-180 — 14-4-183) › Section 14-4-180.1 - Valid period for annual registration

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section
14-4-180
to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
Added by 2017 Ga. Laws 47,§ 1-3, eff. 7/1/2017.
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 10 - ANNUAL REPORTS AND FEES (§§ 14-4-180 — 14-4-183) › Section 14-4-183 - Fees of Secretary of State for filing documents

The Secretary of State shall collect fees as prescribed in Code Section
14-2-122
when the documents described in this chapter are delivered to him for filing.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-1 - Intention

This chapter is intended to be and is merely a recompilation of existing statutes affecting and regulating corporations and is not intended to change or alter the legal status of any corporation in existence on April 1, 1969.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-2 - By whom powers granted

All corporate powers and privileges of banking, trust, insurance, railroad, canal, navigation, express, and telegraph companies shall be issued and granted by the Secretary of State. Corporate powers and privileges of all other private companies shall be granted only as provided in Chapters 2 and 3 of this title.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-3 - Right of state to withdraw franchise when charter granted since January 1, 1863

In all cases of private charters granted to corporations since January 1, 1863, the state reserves the right to withdraw the franchise unless such right is expressly negatived in the charter.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-4 - Corporate existence not subject to collateral attack by person dealing with corporation

The existence of a corporation claiming a charter under color of law cannot be collaterally attacked by persons who have dealt with it as a corporation. Such persons are estopped from denying its corporate existence.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-6 - Contributions to influence official action prohibited; penalty

(a)
It shall be illegal for any corporation incorporated under the laws of, or doing business in, this state or any officer or agent thereof to make or authorize directly or indirectly any contributions from corporate funds for the purpose of influencing the vote, judgment, or action of any officer of this state, whether he is employed in the legislative, executive, or judicial branch.
(b)
Any person or corporation or any officer thereof who shall violate subsection (a) of this Code section relating to corporate contributions to influence official action shall be guilty of a felony and, upon conviction thereof, shall be punished by a fine in the sum of ten times the amount of the contribution made or $1,000.00, whichever is greater, or by imprisonment for not less than one year nor more than four years, or both.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-7 - Execution of instruments conveying interest in real property or releasing security agreement

(a)
Instruments executed by a corporation conveying an interest in real property, when signed by the president or vice-president and attested or countersigned by the secretary or an assistant secretary or the cashier or assistant cashier of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the president or vice-president of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.
(b)
Instruments executed by a corporation releasing or transferring a deed to secure debt, mortgage, or other security agreement, when signed by the president, vice-president, secretary, or assistant secretary of the corporation shall, notwithstanding the lack of a corporate seal, be conclusive evidence that the officer of the corporation executing the instrument does in fact occupy the official position indicated, that the signature of such officer subscribed thereto is genuine, and that the execution of the instrument on behalf of the corporation has been duly authorized. Any corporation may by proper resolution recorded with the instrument or otherwise filed of record and referenced on the face of the instrument authorize the execution of such instruments by other officers of the corporation.
Amended by 2011 Ga. Laws 105,§ 5, eff. 7/1/2011.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-8 - Joint tenancy of shares and securities

Whenever certificates for shares or other securities issued by domestic or foreign corporations are or have been issued or transferred to two or more persons in joint tenancy on the books or records of the corporation, it is presumed in favor of the corporation, its registrar, and its transfer agent that the shares or other securities are owned by such persons in joint tenancy with right of survivorship and not otherwise. A domestic or foreign corporation or its registrar or transfer agent is not liable for transferring or causing to be transferred on the books of the corporation to the surviving joint tenants where a joint tenant dies a resident of this state any share or shares or other securities theretofore issued by the corporation to two or more persons in joint tenancy with right of survivorship on the books or records of the corporation, whether or not the transfer was made by the corporation or its registrar or transfer agent with actual or constructive knowledge of the existence of any understanding, agreement, condition, or evidence that the shares or securities were held other than in joint tenancy or with actual or constructive knowledge of the invalidity of the joint tenancy or of a breach of trust by the joint tenants.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-9 - Jurisdiction and service of summons in garnishment proceedings

The court in which is pending an action, attachment, or judgment upon which is sought garnishment against a corporation shall also have jurisdiction of the garnishment proceeding where the corporation has an agent and place of business in the county in which the court is situated. Service of the summons of garnishment upon the agent in charge of the office or business of the corporation in that county shall be sufficient service.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-11 - Applicability of Chapters 2 and 3 to corporations chartered by General Assembly; filing of annual registration with Secretary of State

(a)
If there is no other statute which authorizes or prescribes the manner in which any domestic corporation which is not otherwise subject to Chapter 2 or Chapter 3 of this title may amend its charter or articles of incorporation, merge, or take any other action which a corporation which is subject to Chapter 2 or Chapter 3 of this title is authorized to take, such domestic corporation is authorized to take such action in the same manner and subject to the same provisions, conditions, limitations, and procedures prescribed in Chapter 2 or Chapter 3 of this title. The provisions of this Code section shall apply to corporations chartered by Acts of the General Assembly of Georgia.
(b)
Each domestic corporation and each foreign corporation which is doing business in this state and which is not otherwise required to register with the Secretary of State under any other law of this state shall deliver to the Secretary of State for filing an annual registration in the same manner, containing the same information, and subject to the same conditions, requirements, fees, and procedures as set out in Code Section
14-2-1622
. Any corporation failing to file such registration shall be subject to the same penalties as provided in Chapter 2 of this title for corporations which fail to file an annual registration.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 1 - GENERAL PROVISIONS (§§ 14-5-1 — 14-5-11.1) › Section 14-5-11.1 - Valid period for annual registration

Notwithstanding any other law to the contrary, the Secretary of State may provide for the annual registration required under Code Section
14-5-11
to be valid for a period up to and including three years. The Secretary of State is authorized to adopt the necessary rules and regulations to implement such a registration process.
Added by 2017 Ga. Laws 47,§ 1-4, eff. 7/1/2017.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 2 - CORPORATION COMMISSIONER (§§ 14-5-20 — 14-5-23) › Section 14-5-20 - Secretary of State as corporation commissioner

The Secretary of State shall be corporation commissioner and shall be charged with the execution of the duties set forth in Chapters 2 through 5 of this title. The corporation commissioner shall appoint a person as assistant corporation commissioner and shall delegate such of the commissioner's powers and duties to the assistant corporation commissioner as the corporation commissioner desires. Where the office of Secretary of State shall become vacant by resignation, death, or otherwise, the Secretary of State's authority as corporation commissioner shall immediately vest in the assistant corporation commissioner who shall be charged with the execution of the duties of the Secretary of State set forth in this title until the office of Secretary of State ceases to be vacant.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 2 - CORPORATION COMMISSIONER (§§ 14-5-20 — 14-5-23) › Section 14-5-21 - Fees; report; refunds

All fees collected by the Secretary of State shall be paid into the state treasury for the use of the state, and the Secretary of State shall include in his or her annual reports a full statement of all fees collected or received under Chapters 2 through 5 of this title and the disposition thereof. The Secretary of State shall be authorized to establish, by rule or regulation, a procedure by which his or her office shall refund fees collected in error or overpayment or to which the state is otherwise not entitled.
Amended by 2011 Ga. Laws 182,§ 3, eff. 7/1/2011.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 2 - CORPORATION COMMISSIONER (§§ 14-5-20 — 14-5-23) › Section 14-5-22 - Condition of acceptance of documents

The Secretary of State shall accept for filing and recording only those documents which are suitable for reproduction.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 2 - CORPORATION COMMISSIONER (§§ 14-5-20 — 14-5-23) › Section 14-5-23 - Rules and regulations

Notwithstanding any other law to the contrary, the Secretary of State may promulgate such rules and regulations, not inconsistent with the provisions of this title, which are incidental to and necessary for the implementation and enforcement of such provisions of this title as are administered by the Secretary of State. Such rules and regulations shall be promulgated in accordance with Chapter 13 of Title 50, the "Georgia Administrative Procedure Act."
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-40 - Applicability of Chapter 3 of title

Chapter 3 of this title shall be fully applicable to all nonprofit corporations organized for religious, fraternal, or educational purposes, including incorporated churches, religious and fraternal societies, schools, academies, colleges, or universities which are "corporations" as that term is defined in Code Section
14-3-140
.
Amended by 2023 Ga. Laws 260,§ 2-2, eff. 7/1/2023.
Amended by 2004 Ga. Laws 533, § 69, eff. 7/1/2004.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-41 - Validity of contracts and deposits; enforcement

All contracts made with any nonprofit corporation referred to in Code Section
14-5-40
, all deposits for its account, and all conveyances of title to or by it shall be legal and valid. All such contracts may be enforced in the same manner and in the same way as if such nonprofit corporation referred to in Code Section
14-5-40
were a private individual.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-42 - Authority to act as trustee of charitable trust

Nonprofit corporation(s) referred to in Code Section
14-5-40
created prior to April 1, 1969, or created thereafter pursuant to this article are authorized to act in their corporate capacity as trustee to administer and carry into effect any charitable trust created prior to April 1, 1969, or thereafter created by deed or by will which is consistent with their corporate purposes.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-43 - Church represented by majority; effect of withdrawal of part of congregation

The majority of those who adhere to its organization and doctrines represent a church. The withdrawal by one part of a congregation from the original body or the uniting of a part of a congregation with another church or denomination is a relinquishment of all rights in the church abandoned.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-44 - Church edifice liable to sale for debt

In the absence of other property, where a church congregation has incurred a valid debt the church edifice and site are liable to sale for its payment.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-45 - Interference by courts with management of church

Courts are reluctant to interpose in questions affecting the management of the temporalities of a church; but, when property is devoted to a specific doctrine or purpose, the courts will prevent it from being diverted from the trust.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-46 - Conveyances to churches or religious societies confirmed

All deeds of conveyance executed before April 1, 1969, or thereafter for any lots of land within this state to any person or persons, to any church or religious society, or to trustees for the use of any church or religious society for the purpose of erecting churches or meeting houses shall be deemed to be valid and available in law for the intents, uses, and purposes contained in the deeds of conveyance. All lots of land so conveyed shall be fully and absolutely vested in such church or religious society or in their respective trustees for the uses and purposes expressed in the deed to be held by them or their trustees for their use by succession, according to the mode of church government or rules of discipline exercised by such churches or religious societies.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-47 - Authority of churches or religious societies over trustees holding land for their use

All trustees to whom conveyances are or shall be executed, for the purposes expressed in Code Section
14-5-46
, shall be subject to the authority of the church or religious society for which they hold the same in trust and may be expelled from said trust by such church or society, according to the form of government or rules of discipline by which they may be governed.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-48 - Vacancies in administration of land trusts for use of churches and religious societies; certificate of appointment

Every church or religious society is authorized to fill all vacancies which may arise in the administration of the trusts described in Code Section
14-5-46
by the death, removal, or expulsion of a trustee or otherwise. When any vacancy shall be filled, the same shall be certified under the hand of the person presiding in the church or society according to the form of government or discipline practiced by the church or society, which certificate shall express the name of the person appointed to fill the vacancy and the name of the person in whose place he shall be appointed. When the certificate has been recorded in the office of the clerk of the superior court of the county in which the land lies, the person so appointed to fill the vacancy shall be as fully vested with the trust as if he had been a party to and named in the original deed, provided that the failure to have recorded the certificate of appointment shall not operate to disqualify or render incompetent to act in any proceeding any trustee duly appointed by the form of government or discipline practiced by the church or society having the power to appoint trustees.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-49 - Applicability of Code Sections 14-5-46 through 14-5-48 to other societies

Code Sections
14-5-46
through
14-5-48
shall be so construed as to apply to all societies whether social, charitable, secret, or masonic or by whatever name they may be called; and all criminal laws for the protection of religious societies shall be so construed as to apply to all societies by whatever name they may be called.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-50 - Corporate rights generally

The societies referred to in Code Section
14-5-49
shall be bodies politic and corporate for the purposes of receiving in their distinct and proper names by their trustees or officers all property, both personal and real, by purchase, gift, or bequest. They may plead, be impleaded, contract, and be contracted with. When any such society shall have entered the names of its trustees or officers and shall have recorded its name, style, and objects as required by law, it may defend and be defended and shall then be entitled to all the benefits of Code Sections
14-5-46
through
14-5-48
.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 5 - MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS (§§ 14-5-1 — 14-5-51) › Article 3 - CORPORATIONS ORGANIZED FOR RELIGIOUS, FRATERNAL, OR EDUCATIONAL PURPOSES (§§ 14-5-40 — 14-5-51) › Section 14-5-51 - Powers of eleemosynary and religious corporations extended

Any eleemosynary or religious corporation created in this state prior to April 1, 1969, or thereafter chartered is by virtue of its existence authorized, in addition to the propagation of the gospel, to:
(1)
Conduct schools for the training of youth;
(2)
Own and operate for itself or for others printing plants and publishing houses and any desired methods or means for the dissemination of news and information;
(3)
Own and operate hospitals, nursing homes, and any and all kinds of institutions for the alleviation of pain and suffering;
(4)
Own and operate for itself or others orphan asylums, old people's homes, and any and all institutions for the care of the needy and dependent;
(5)
Conduct and carry into effect any plan for the care, maintenance, and support of its workers and employees who may have become disabled, been retired, or otherwise made eligible for the benefits of said plan and, in connection therewith, to conduct a plan for the establishment and payment of annuities; and
(6)
Do anything and everything necessary and proper for the accomplishment of the objects enumerated in this Code section and, in general, to carry on any lawful business necessary or incident to the attainment of these objects.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 6 - CORPORATE TAKEOVERS (§ 14-6-1) › Section 14-6-1 - through 14-6-15 - [Reserved]

Reserved. Repealed by Ga. L. 1986, p. 433, § 1, effective March 28, 1986.
2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 7 - PROFESSIONAL CORPORATIONS (§§ 14-7-1 — 14-7-7) › Section 14-7-1 - Short title

This chapter shall be known and may be cited as the "Georgia Professional Corporation Act."