| Chapter 2. BUSINESS CORPORATIONS |
| Chapter 3. NONPROFIT CORPORATIONS |
| Chapter 4. SECRETARY OF STATE CORPORATIONS |
| Chapter 5. MISCELLANEOUS PROVISIONS RELATING TO CORPORATIONS |
| Chapter 6. CORPORATE TAKEOVERS |
| Chapter 7. PROFESSIONAL CORPORATIONS |
| Chapter 8. PARTNERSHIPS |
| Chapter 9. REVISED UNIFORM LIMITED PARTNERSHIP ACT |
| Chapter 9A. LIMITED PARTNERSHIPS |
| Chapter 10. PROFESSIONAL ASSOCIATIONS |
| Chapter 11. LIMITED LIABILITY COMPANIES |
REFS & ANNOS
TITLE 14 NOTE
COMMENT
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this title have been prepared under the supervision of the State Bar of Georgia as noted in the comments. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.
NOTES AS TO COMMENTS
The comments in Chapters 3 through 6 of Title 14 were prepared in 1967 and 1968 by Pasco M. Bowman, II, then a professor at the University of Georgia School of Law, who was reporter of the Special Advisory Committee of the Corporate and Banking Law Section of the State Bar of Georgia when the former Georgia Business Corporation Code was enacted in 1968. These comments have been reproduced, without substantial change, under the supervision of Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Those comments which are designated as Notes to 1975, 1976, or 1977 Amendments were prepared under the supervision of John D. Hopkins, then Chairman of the Corporation Code Revision Committee. Those comments which are designated as Notes to 1969, 1970, 1972, 1973, 1980, or 1981 Amendments were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee.
Certain references in the comments prepared by Professor Bowman to the procedures under Georgia law prior to the 1976 constitutional amendment of presenting articles of incorporation and other corporate documents to judges of the superior courts have been deleted. References in all comments to "prior Georgia law" or to a certain specific section of "prior Ga. Code Ann. § 22- " are to the Georgia corporate law which existed prior to April 1, 1969, the effective date of the Georgia Business Corporation Code. References to a certain specific section of "Georgia Business Corporation Code § 22- " are to sections enacted in 1968 or thereafter which were repealed prior to the effective date of the 1981 Code. Citations and references in all comments to existing provisions of Georgia law are to the 1981 Code sections.
For comments in Chapter 2, see note at beginning of Chapter 2.
CROSS REFERENCES. --Subjection of corporate charters to provisions of Constitution of Georgia, Ga. Const. 1983, Art. III, Sec. VI, Para. V. Actions subjecting corporations to criminal liability, § 16-2-22. Professional fund raisers and solicitors, § 43-17-1 et seq. Taxation of corporations generally, §§ 48-7-21, 48-7-25, 48-7-31.
ADMINISTRATIVE RULES AND REGULATIONS. --Rules of General Applicability, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-1.
Corporate Information Center, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-5.
LAW REVIEWS. --For article discussing early laws of incorporation in Georgia, see 11 Ga. B.J. 156 (1948). For article discussing Georgia's Corporation Law prior to the 1968 Acts, see 2 Ga. St. B.J. 153 (1965). For article, "Does State Corporation Law Have a Future?," see 8 Ga. St. B.J. 311 (1972). For article discussing developments in Georgia Corporation Law in 1976 and 1977, see 29 Mercer L. Rev. 31 (1977). For article surveying Georgia cases in the area of business associations from June 1977 through May 1978, see 30 Mercer L. Rev. 1 (1978). For article on recent judicial and legislative developments in Georgia Corporation Law, see 31 Mercer L. Rev. 43 (1979). For survey article on business associations, see 44 Mercer L. Rev. 67 (1992). For annual survey article on business associations, see 50 Mercer L. Rev. 171 (1998). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For survey article on cases in the areas of corporate, securities, partnership, and banking law for the period from June 1, 2002 through May 31, 2003, see 55 Mercer L. Rev. 55 (2003).
OPINIONS OF THE ATTORNEY GENERAL
THE STANDARDS OF FIDELITY set by the Financial Institutions Code (see O.C.G.A. T. 7) are as high or higher than those which are set by the Georgia Business Corporation Code (see O.C.G.A. T. 14). 1977 Op. Att'y Gen. No. U77-62.
TITLE NOT APPLICABLE TO MERGERS BETWEEN BANKS AND BUSINESS CORPORATIONS. --Mergers and consolidations between banks or trust companies and business corporations are governed exclusively by Ga. L. 1968, p. 565, as amended, and thus Ga. L. 1974, p. 705, as amended, is not applicable. 1978 Op. Att'y Gen. No. 78-36 (see O.C.G.A. T. 7 and T. 14).
CODE REVISION COMMISSION NOTE ON COMMENTS
The comments appearing in this title have been prepared under the supervision of the State Bar of Georgia as noted in the comments. Neither the General Assembly of Georgia nor the Code Revision Commission of the State of Georgia has participated in the drafting of these comments or has reviewed the comments for their content. The comments should not be considered to constitute a statement of legislative intention by the General Assembly of Georgia nor do they have the force of statutory law.
NOTES AS TO COMMENTS
The comments in Chapters 3 through 6 of Title 14 were prepared in 1967 and 1968 by Pasco M. Bowman, II, then a professor at the University of Georgia School of Law, who was reporter of the Special Advisory Committee of the Corporate and Banking Law Section of the State Bar of Georgia when the former Georgia Business Corporation Code was enacted in 1968. These comments have been reproduced, without substantial change, under the supervision of Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Those comments which are designated as Notes to 1975, 1976, or 1977 Amendments were prepared under the supervision of John D. Hopkins, then Chairman of the Corporation Code Revision Committee. Those comments which are designated as Notes to 1969, 1970, 1972, 1973, 1980, or 1981 Amendments were prepared by Nat G. Slaughter, III, Chairman, and Mitchell M. Purvis, Secretary, of the Corporation Code Revision Committee.
Certain references in the comments prepared by Professor Bowman to the procedures under Georgia law prior to the 1976 constitutional amendment of presenting articles of incorporation and other corporate documents to judges of the superior courts have been deleted. References in all comments to "prior Georgia law" or to a certain specific section of "prior Ga. Code Ann. § 22- " are to the Georgia corporate law which existed prior to April 1, 1969, the effective date of the Georgia Business Corporation Code. References to a certain specific section of "Georgia Business Corporation Code § 22- " are to sections enacted in 1968 or thereafter which were repealed prior to the effective date of the 1981 Code. Citations and references in all comments to existing provisions of Georgia law are to the 1981 Code sections.
For comments in Chapter 2, see note at beginning of Chapter 2.
CROSS REFERENCES. --Subjection of corporate charters to provisions of Constitution of Georgia, Ga. Const. 1983, Art. III, Sec. VI, Para. V. Actions subjecting corporations to criminal liability, § 16-2-22. Professional fund raisers and solicitors, § 43-17-1 et seq. Taxation of corporations generally, §§ 48-7-21, 48-7-25, 48-7-31.
ADMINISTRATIVE RULES AND REGULATIONS. --Rules of General Applicability, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-1.
Corporate Information Center, Official Compilation of the Rules and Regulations of the State of Georgia, Office of Secretary of State, Commissioner of Corporations, Chapter 590-7-5.
LAW REVIEWS. --For article discussing early laws of incorporation in Georgia, see 11 Ga. B.J. 156 (1948). For article discussing Georgia's Corporation Law prior to the 1968 Acts, see 2 Ga. St. B.J. 153 (1965). For article, "Does State Corporation Law Have a Future?," see 8 Ga. St. B.J. 311 (1972). For article discussing developments in Georgia Corporation Law in 1976 and 1977, see 29 Mercer L. Rev. 31 (1977). For article surveying Georgia cases in the area of business associations from June 1977 through May 1978, see 30 Mercer L. Rev. 1 (1978). For article on recent judicial and legislative developments in Georgia Corporation Law, see 31 Mercer L. Rev. 43 (1979). For survey article on business associations, see 44 Mercer L. Rev. 67 (1992). For annual survey article on business associations, see 50 Mercer L. Rev. 171 (1998). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For survey article discussing developments in law of business associations for the period from June 1, 1999 through May 31, 2000, see 52 Mercer L. Rev. 95 (2000). For survey article on cases in the areas of corporate, securities, partnership, and banking law for the period from June 1, 2002 through May 31, 2003, see 55 Mercer L. Rev. 55 (2003).
OPINIONS OF THE ATTORNEY GENERAL
THE STANDARDS OF FIDELITY set by the Financial Institutions Code (see O.C.G.A. T. 7) are as high or higher than those which are set by the Georgia Business Corporation Code (see O.C.G.A. T. 14). 1977 Op. Att'y Gen. No. U77-62.
TITLE NOT APPLICABLE TO MERGERS BETWEEN BANKS AND BUSINESS CORPORATIONS. --Mergers and consolidations between banks or trust companies and business corporations are governed exclusively by Ga. L. 1968, p. 565, as amended, and thus Ga. L. 1974, p. 705, as amended, is not applicable. 1978 Op. Att'y Gen. No. 78-36 (see O.C.G.A. T. 7 and T. 14).