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OFFICIAL CODE OF GEORGIA ANNOTATED 2012 Supplement Including Acts ofthe 2012 Regular Session ofthe General Assembly Prepared by The Code Revision Commission The Office ofLegislative Counsel and The Editorial Staff ofLexisNexis® Published Under Authority ofthe State of Georgia Volume 12 2003 Edition Title 14. Corporations, Partnerships, and Associations IncludingAnnotations to the Georgia Reports and the GeorgiaAppeals Reports Place in Pocket of Corresponding Volume of Main Set LexisNexis® Charlottesville, Virginia Copyright © 2004—2012 BY The State of Georgia All rights reserved. ISBN 978-0-327-11074-3 (set) ISBN 978-0-8205-9822-2 5013229 (Pub.41805) THIS SUPPLEMENT CONTAINS Statutes: All laws specifically codified by the General Assembly ofthe State of Georgia through the 2012 Regular Session ofthe General Assembly. Annotations of Judicial Decisions: Case annotations reflecting decisions posted to LexisNexis® through March 30, 2012. These annotations will appear in the following tradi- tional reporter sources: Georgia Reports; Georgia Appeals Reports; Southeastern Reporter; Supreme Court Reporter; Federal Reporter; Federal Supplement; Federal Rules Decisions; Lawyers' Edition; United States Reports; and Bankruptcy Reporter. Annotations ofAttorney General Opinions: Constructions ofthe Official Code ofGeorgia Annotated, prior Codes ofGeorgia, Georgia Laws, the Constitution ofGeorgia, and the Consti- tution of the United States by the Attorney General of the State of Georgia posted to LexisNexis® through March 30, 2012. OtherAnnotations: References to: Emory Bankruptcy Developments Journal. Emory International Law Review. Emory Law Journal. Georgia Journal ofInternational and Comparative Law. Georgia Law Review. Georgia State University Law Review. Mercer Law Review. Georgia State Bar Journal. Georgia Journal ofIntellectual Property Law. American Jurisprudence, Second Edition. American Jurisprudence, Pleading and Practice. American Jurisprudence, ProofofFacts. American Jurisprudence, Trials. Corpus Juris Secundum. Uniform Laws Annotated. American Law Reports, First through Sixth Series. American Law Reports, Federal. Tables: In Volume 41, a Table Eleven-A comparing provisions of the 1976 Constitution ofGeorgia to the 1983 Constitution ofGeorgia and a Table Eleven-B comparing provisions of the 1983 Constitution of Georgia to the 1976 Constitution ofGeorgia. An updated version of Table Fifteen which reflects legislation through the 2012 Regular Session ofthe General Assembly. iii Indices: A cumulative replacement index to laws codified in the 2012 supple- ment pamphlets and in the bound volumes ofthe Code. Contacting LexisNexis®: Visit our Website at http://www.lexisnexis.com for an online book- store, technical support, customer service, and other company informa- tion. Ifyou have questions or suggestions concerning the Official Code of GeorgiaAnnotated, please write or call toll free 1-800-833-9844, fax at 1-518-487-3584, or email us at [email protected]. Di- rect written inquiries to: LexisNexis® Attn: Official Code of Georgia Annotated 701 East Water Street Charlottesville, Virginia 22902-5389 IV TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS Chap. 2. Business Corporations, 14-2-101 through 14-2-1703. 3. Nonprofit Corporations, 14-3-101 through 14-3-1703. 4. Secretary of State Corporations, 14-4-1 through 14-4-183. 5. Miscellaneous Provisions Relating to Corporations, 14-5-1 through 14-5-51. 8. Partnerships, 14-8-1 through 14-8-64. 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204. 10. Professional Associations, 14-10-1 through 14-10-18. 11. Limited Liability Companies, 14-11-100 through 14-11-1109. — Law reviews. For survey article on riod from June 1, 2002 through May 31, cases in the areas ofcorporate, securities, 2003, see 55 Mercer L. Rev. 55 (2003). partnership, and banking law for the pe- CHAPTER 2 BUSINESS CORPORATIONS Article 1 Sec. General Provisions 14-2-122. Filing fees and penalties. Part 1 Part 4 Short Titleand Reservation of Power 1l/~£)jfrfltimNtltltlvd-mUcN!o Sec. 14-2-104. Effect of order for bank- 14-2-140. Code definitions. ruptcy relief upon powers 14-2-141. Notice. and duties ofcorporation. Article 2 Part 2 Filing Documents Incorporation 14-2-120. Filing requirements. 14-2-205. Organizationofcorporation. 2012 Supp. 1 . T.14, C.2 CORPORATIONS, PARTNERSHIPS, ETC. T.14, C.2 Sec. Sec. Article 3 14-2-728. Voting for directors; cumu- Purposes and Powers lative voting. 14-2-305. Submission of certain mat Article 8 ters to shareholder vote. Directors and Officers Article 4 Part 1 Name Board of Directors 14-2-401. Corporate name. 14-2-807. Resignation ofdirectors. Article 6 14-2-810. Vacancy on board. Shares and Distributions Part 2 Part 1 MeetingsandAction of the Board Shares 14-2-821. Action without meeting. 14-2-602. Terms ofclass or series de- termined by board of direc- 14-2-823. Waiver ofnotice. tors. Part 4 Part 2 Officers Issuance of Shares 14-2-843. Resignation and removal of 14-2-624. Share options. officers. Part 3 Part 5 SubsequentAcquisition of Shares by Indemnification Shareholders and Corporation 14-2-630. Shareholders' preemptive 14-2-854. Court ordered indemnifica- rights. tion and advances for ex- penses. Part 4 14-2-859. Application ofpart. Distributions Article 10 14-2-641. Effect of failure to present Amendment ofArticles of securities for redemption, Incorporation and Bylaws surrender, cancellation, or payment. Part 1 Article 7 Amendment ofArticles of Incorporation Shareholders 14-2-1003. Amendment by board ofdi- Part 1 rectors and shareholders. Meetings 14-2-1008. Amendment pursuant to re- organization [Repealed] 14-2-702. Special meeting. 14-2-704. Action without meeting. Part 2 14-2-705. Notice ofmeeting. 14-2-706. Waiver ofnotice. Amendment of Bylaws Part 2 14-2-1020. Amendment by board ofdi- rectors or shareholders. Voting 14-2-1021. Bylawincreasingquorumor 14-2-720. Shareholders' list for meet- voting requirement for ing. shareholders. 2012 Supp. T.14, C.2 BUSINESS CORPORATIONS T.14, C.2 Article 11 Sec. Merger and Share Exchange 14-2-1408. Articles ofdissolution. Part 1 Part 2 Mergerand Share Exchange Administrative Dissolution Sec. 14-2-1422. Reinstatementfollowingad- 14-2-1101. Merger. ministrative dissolution. 14-2-1102. Share exchange. 14-2-1103. Action on plan. -Part 3 14-2-1104. Merger with subsidiary. Judicial Dissolution 14-2-1109. Merger with other entities. 14-2-1109.1. Conversion to limited liabil- 14-2-1433. Decree ofdissolution. ity companyorlimited part- Part 4 nership. 14-2-1109.2. Election to become corpora- Miscellaneous tion. 14-2-1109.3. Conversion to foreign lim- 14-2-1440. Deposit ofassetswith Office ited liability company, for- ofthe State Treasurer. eign limited partnership, or Article 15 foreigncorporation, require- Foreign Corporations ments. Part 2 Part 1 Fair Price Requirements Certificate ofAuthority 14-2-1110. Definitions. 14-2-1504. Amended certificate of au- Article 12 thority; conversion of for- eigncorporationintoforeign Sale ofAssets limited liability company or 14-2-1202. Sale of assets requiring foreign limited partnership. shareholder approval. 14-2-1506. Corporate name of foreign Article 13 corporation. Dissenters'Rights Article 16 Part 1 Records and Reports Right to Dissentand Obtain Payment for Part 1 Shares Records 14-2-1302. Right to dissent. Article 14 14-2-1602. Inspection of records by shareholders. Dissolution Part 2 Part 1 Voluntary Dissolution Reports 14-2-1402. Dissolution by board of di- 14-2-1620. Financial statements for rectors and shareholders. shareholders. — Law reviews. For survey article on 2003, see 55 MercerL. Rev. 55 (2003). For cases in the areas ofcorporate, securities, article, "2006 Amendments to Georgia's partnership, and banking law for the pe- Corporate Code and Alternative Entity riod from June 1, 2002 through May 31, Statutes," see 12 Ga. St. B.J. 12 (2007). 2012 Supp. T.14, C.2, A.1 CORPORATIONS, PARTNERSHIPS, ETC. 14-2-104 ARTICLE 1 GENERAL PROVISIONS Part 1 Short Title and Reservation of Power 14-2-101. Short title. — Law reviews. For article, "Georgia For article, "The Georgia LLC Act Comes Condominium Law: Beyond the Condo- of Age," see 16 (No. 1) Ga. St. B.J. 20 miniumAct,"see 13 Ga. St. B.J. 24(2007). (2010). JUDICIAL DECISIONS CitedinStephensv. McGarrity,290Ga. App. 755, 660 S.E.2d 770 (2008). 14-2-104. Effect oforder for bankruptcy reliefupon powers and duties of corporation. (a) Any corporation, an order for relief with respect to which has been entered pursuant to the federal Bankruptcy Code (11 U.S.C. Section 101, et seq.), may put into effect and carry out any decrees and orders of the court or judge in such bankruptcy proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Such power and authority may be exercised, and such corporate action may be taken, as may be directed by such decrees and orders, by the trustee or trustees of such corporation appointed or elected in the bankruptcy proceeding, or a majority thereof, or, ifnone be appointed or elected and acting, by designated officers ofthe corporation, or by a representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the directors and shareholders of the corporation. (b) Such corporation may, in the mannerprovided in subsection (a) of this Code section, but without limiting the generality or effect of the foregoing, alter, amend, or repeal its bylaws; constitute or reconstitute and classify or reclassify its board ofdirectors, and name, constitute, or appoint directors and officers in place ofor in addition to all or some of the directors or officers then in office; amend its articles of incorpora- tion, and make any change in its shares, or any other amendment, change, or alteration, or provision, authorized by this chapter; be dissolved, transfer all or part of its assets, merge or effect any share exchange in connection with any action taken under this Code section; change the location ofits registered office, change its registered agent, and remove or appoint any agent to receive service ofprocess; authorize 4 2012 Supp. 14-2-104 BUSINESS CORPORATIONS 14-2-104 and fix the terms, manner, and conditions of, the issuance of bonds, debentures, or other obligations, regardless ofwhether convertible into shares ofany class or series, or bearing warrants or other evidences of optional rights to purchase or subscribe for shares ofany class or series; or lease its property and franchises to any corporation, ifpermitted by law. No shareholder shall have the right to dissent under Article 13 of this chapter with respect to such shareholder's shares in connection with any action taken under this Code section. * (c) Articles or a certificate of any amendment, correction, merger, share exchange, or dissolution, made by such corporation pursuant to this Code section, shall be filed with the Secretary of State in accor- dance with Code Section 14-2-120, and, subject to Code Section 14-2-123 and subsection (c) of Code Section 14-2-124, shall thereupon become effective in accordance with its terms and the provisions thereof. Such articles, certificate, or other instrument shall be made, executed, and acknowledged, as may be directed by such decrees and orders, bythe trustee ortrustees appointed or elected in the bankruptcy proceeding, or a majority thereof, or, ifnone be appointed or elected and acting, by the officers of the corporation, or by a representative appointed by the court orjudge, and shall certify that provision for the making of such articles, certificate, or instrument is contained in a decree or order of a court or judge having jurisdiction of a proceeding under the federal Bankruptcy Code. (d) This Code section shall cease to apply to such corporation upon the entry ofa final decree in the bankruptcy proceeding closingthe case and discharging the trustee or trustees, ifany; provided, however, that the closing ofa case and discharge oftrustee or trustees, ifany, will not affect the validity ofany act previously performed pursuant to subsec- tion (a), (b), or (c) ofthis Code section. (e) On filing any articles, certificate, report, or other paper made or executed pursuant to this Code section, there shall be paid to the Secretary ofState for the use ofthe state the same fees as are payable by corporations not in bankruptcy upon the filing of like articles, certificates, agreements, reports, or other papers. (Code 1981, § 14-2-104, enacted by Ga. L. 2006, p. 825, § 1/SB 469.) — Effective date. This Code section Amendments to Georgia's Corporate Code became effective Ju—ly 1, 2006. and Alternative Entity Statutes," see 12 Law reviews. For article, "2006 Ga. St. B.J. 12 (2007). COMMENT Note to 2006Amendment New Code Section 14-2-104, which is based on Section 303 of the General Corporation Law ofthe State of Delaware, confirms that a corporation in bank- ruptcy is authorized to effectuate the decrees and orders ofthe court orjudge in such proceedings and to take anycorporate action provided for or directed bysuch 2012 Supp. 5 14-2-104 CORPORATIONS, PARTNERSHIPS, ETC. 14-2-120 decrees and orders without further action by directors or shareholders. Such authority may be exercised and such action may be taken, as may be directed in such orders or decrees, by any trustee appointed in the proceeding, by designated officers ofthe corporation, or by other representatives appointed by the court or judge. Where the action requires the filing of articles or a certificate with the SecretaryofState, subsection(c)ofnewCodeSection 14-2-104specificallyprovides that the articles or certificate may certify that it was filed pursuant to the decree ororderofabankruptcycourt. Thevalidityofthe actiontakenunderCode Section 14-2-104 is not dependent on the existence or pendency of a confirmed plan of reorganization andthe authoritygrantedthereunderterminates uponthe comple- tion ofsuch a bankruptcy proceeding. Part 2 Filing Documents 14-2-120. Filing requirements. (a) A document must satisfy the requirements of this Code section and ofany other Code section that adds to orvaries these requirements to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office ofthe Secretary of State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language.Acorporate name need not be in English ifwritten in English letters orArabic or Roman numerals, and the certificate of existence required of foreign corpora- tions need not be in English if accompanied by a reasonably authenti- cated English translation. (f) The document must be executed: (1) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another ofits officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) Ifthe corporation is in the hands ofa receiver, trustee, or other court appointed fiduciary, by that fiduciary; provided, however, that the person executing the document may do so as an attorney in fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the Secretary of State. (g) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the 6 2012 Supp.

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