08
SB436/AP
Senate
Bill 436
By:
Senators Cowsert of the 46th, Harp of the 29th, Weber of the 40th, Meyer von
Bremen of the 12th, Adelman of the 42nd and others
AS
PASSED
AN
ACT
To
amend Title 14 of the Official Code of Georgia Annotated, relating to
corporations, partnerships, and associations, so as to change provisions
relating to the corporate code; to provide for certain filing fees for late
filing of annual registration, filing of articles of dissolution or intent to
dissolve, or application of withdrawal for a business corporation, a nonprofit
corporation, a foreign limited liability partnership, a partnership under the
"Georgia Revised Uniform Limited Partnership Act," or a limited liability
company; to change provisions relating to voting for directors in publicly
traded corporations; to provide for a contingency resignation of a director,
which may be irrevocable; to change certain provisions relating to vacancies on
a board; to change certain provisions relating to amending bylaws by the board
of directors or shareholders; to correct cross-references; to change provisions
relating to reinstatement of a corporation, nonprofit corporation, or limited
liability company after such entity was administratively dissolved; to provide
for related matters; to repeal conflicting laws; and for other
purposes.
BE
IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION
1.
Title
14 of the Official Code of Georgia Annotated, relating to corporations,
partnerships, and associations, is amended by revising Code Section 14-2-122,
relating to filing fees and penalties, as follows:
"14-2-122.
The
Secretary of State shall collect the following fees and penalties when the
documents described in this Code section are delivered to him or her for
filing:
|
Document
|
Fee
|
|
(1)
Articles of incorporation
|
$
100.00
|
|
(2)
Application for certificate of authority
|
225.00
|
|
(3)
Annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual registration
|
25.00
|
|
(5)
Agent´s statement of resignation
|
No
fee
|
|
(6)
Certificate of judicial dissolution
|
No
fee
|
|
(7)
Articles of dissolution or intent to dissolve
|
No
fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(9)
Application for reservation of a corporate name
|
25.00
|
|
(10)
Civil penalty for a foreign corporation transacting business in this state
without a certificate of authority
|
500.00
|
|
(11)
Statement of change of address of registered agent...$5.00 per corporation but
not less than
|
20.00
|
|
(12)
Application for reinstatement
|
100.00
|
|
(13)
Certificate of conversion
|
95.00
|
|
(14)
Any other document required or permitted to be filed by this chapter. .
.
|
20.00"
|
SECTION
2.
Said
title is further amended by revising subsection (a) of Code Section 14-2-728,
relating to voting for directors and cumulative voting, as follows:
"(a)
Unless otherwise provided in:
(1)
The articles of incorporation; or
(2)
A bylaw that fixes a greater voting requirement for the election of directors
and that is adopted by the board of directors of a corporation having shares
listed on a national securities exchange or regularly traded in a market
maintained by one or more members of a national or affiliated securities
association,
directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election. Action to elect directors may be taken at a meeting only if a
quorum is present."
SECTION
3.
Said
title is further amended by revising Code Section 14-2-807, relating to
resignation of directors, as follows:
"14-2-807.
(a)
A director may resign at any time by delivering notice in writing or by
electronic transmission to the board of directors, its chairperson, or to the
corporation.
(b)
A resignation shall be effective when the notice is delivered unless the notice
specifies either a later effective date or an effective date determined upon the
happening of an event.
(c)
A resignation that is conditioned upon the happening of an event may provide
that it is irrevocable."
SECTION
4.
Said
title is further amended by revising subsection (c) of Code Section 14-2-810,
relating to vacancy on a board, as follows:
"(c)
A vacancy that may occur at a later date (by reason of a resignation effective
at a later date under subsection (b) of Code Section 14-2-807 or otherwise) may
be filled before the vacancy occurs, but the new director may not take office
until the vacancy occurs."
SECTION
5.
Said
title is further amended by revising subsection (b) of Code Section 14-2-1020,
relating to an amendment by a board of directors or shareholders, as
follows:
"(b)
A corporation´s shareholders may amend or repeal the corporation´s
bylaws or adopt new bylaws even though the bylaws may also be amended or
repealed by its board of directors; provided, however, that unless the articles
of incorporation provide otherwise, the shareholders may not amend (but may
repeal) a bylaw adopted by the board of directors pursuant to subsection (a) of
Code Section 14-2-728 or adopt a bylaw changing the plurality standard for the
election of directors set forth in such subsection."
SECTION
6.
Said
title is further amended by revising Code Section 14-2-1021, relating to bylaws
increasing quorum or voting requirement for shareholders, as
follows:
"14-2-1021.
(a)
Except as provided in subsection (b) of Code Section 14-2-1020, a bylaw adopted
by the shareholders may fix a greater quorum or voting requirement for
shareholders (or voting groups of shareholders) than is required by this
chapter. A bylaw in effect on July 1, 1989, fixing a greater quorum or voting
requirement for shareholders (or voting groups of shareholders) than is required
by this chapter shall remain valid until amended or repealed as provided in
subsection (b) of this Code section.
(b)
Except as provided in Code Section 14-2-1020, 14-2-1113, or 14-2-1133, a bylaw
adopted by the shareholders that fixes a greater quorum or voting requirement
for shareholders under subsection (a) of this Code section shall not be adopted,
amended, or repealed by the board of directors."
SECTION
7.
Said
title is further amended by revising subsections (a) and (b) of Code Section
14-2-1422, relating to reinstatement following administrative dissolution, as
follows:
"(a)
A corporation administratively dissolved under Code Section 14-2-1421 may apply
to the Secretary of State for reinstatement within five years after the
effective date of such dissolution. The application shall:
(1)
Recite the name of the corporation and the effective date of its administrative
dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have
been eliminated;
(3)
Either be executed by the registered agent or an officer, director, or
shareholder of the corporation, in each case as set forth in the most recent
annual registration of the corporation filed with the Secretary of State, or be
accompanied by a notarized statement, executed by a person who was an officer,
director, or shareholder, or an heir, successor, or assign of a person who was
an officer, director, or shareholder, of the corporation at the time that the
corporation was administratively dissolved, stating that such person or decedent
was an officer, director, or shareholder of the corporation at the time of
administrative dissolution and such person has knowledge of and assents to the
application for reinstatement;
(4)
Contain a statement by the corporation reciting that all taxes owed by the
corporation have been paid; and
(5)
Be accompanied by an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
(b)
The Secretary of State shall reserve the name of a corporation administratively
dissolved under Code Section 14-2-1421 for such corporation´s specific use
for a period of five years after the effective date of the dissolution or until
the corporation is reinstated, whichever is sooner."
SECTION
8.
Said
title is further amended by revising Code Section 14-3-122, relating to filing
fees for nonprofit corporations, as follows:
"14-3-122.
The Secretary of State shall collect the following fees when the documents
described in this Code section are delivered for filing:
|
Document
|
Fee
|
|
(1)
Articles of incorporation
|
$
100.00
|
|
(2)
Application for certificate of authority
|
225.00
|
|
(3)
Annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual registration
|
25.00
|
|
(5)
Agent´s statement of resignation
|
No
fee
|
|
(6)
Certificate of judicial dissolution
|
No
fee
|
|
(7)
Articles of dissolution or intent to dissolve
|
No
fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(9)
Application for reservation of a corporate name
|
25.00
|
|
(10)
Statement of change of address of registered agent...$5.00 per corporation but
not less than
|
20.00
|
|
(11)
Application for reinstatement
|
100.00
|
|
(12)
Any other document required or permitted to be filed by this chapter . .
.
|
20.00
"
|
SECTION
9.
Said
title is further amended by revising subsections (a) and (b) of Code Section
14-3-1422, relating to reinstatement following administrative dissolution of a
nonprofit corporation, as follows:
"(a)
A corporation administratively dissolved under Code Section 14-3-1421 may apply
to the Secretary of State for reinstatement within five years after the
effective date of such dissolution. The application shall:
(1)
Recite the name of the corporation and the effective date of its administrative
dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have
been eliminated;
(3)
Either be executed by the registered agent or an officer, director, or
shareholder of the corporation, in each case as set forth in the most recent
annual registration of the corporation filed with the Secretary of State, or be
accompanied by a notarized statement, executed by a person who was an officer,
director, or shareholder, or an heir, successor, or assign of a person who was
an officer, director, or shareholder, of the corporation at the time that the
corporation was administratively dissolved, stating that such person or decedent
was an officer, director, or shareholder of the corporation at the time of
administrative dissolution and such person has knowledge of and assents to the
application for reinstatement;
(4)
Contain a statement by the corporation reciting that all taxes owed by the
corporation have been paid; and
(5)
Be accompanied by an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
(b)
The Secretary of State shall reserve the name of a corporation administratively
dissolved under Code Section 14-2-1421 for such corporation´s specific use
for a period of five years after the effective date of the dissolution or until
the corporation is reinstated, whichever is sooner."
SECTION
10.
Said
title is further amended by revising Code Section 14-8-57, relating to filing
fees pertaining to foreign limited liability partnerships, as
follows:
"14-8-57.
The
Secretary of State shall collect the following fees and penalties when the
documents described below are delivered to the Secretary of State for filing
pursuant to the chapter:
|
Document
|
Fee
|
|
(1)
Application for certificate of authority to transact business
|
$
200.00
|
|
(2)
Statement of change of registered office or registered agent...$5.00 per foreign
limited liability partnership, but not less than
|
20.00
|
|
(3)
Registered agent´s statement of resignation pursuant to subsection (e) of
Code Section 14-8-46
|
No
fee
|
|
(4)
Annual registration
|
25.00
|
|
(5)
Penalty for late filing of annual registration
|
25.00
|
|
(6)
Application of withdrawal
|
No
fee
|
|
(7)
Any other document required or permitted to be filed by this chapter . . . .
|
20.00"
|
SECTION
11.
Said
title is further amended by revising Code Section 14-9-1101, relating to fees
under the "Georgia Revised Uniform Limited Partnership Act," as
follows:
"14-9-1101.
The
Secretary of State shall charge and collect for filing:
|
Document
|
Fee
|
|
(1)
A certificate of limited partnership
|
$
100.00
|
|
(2)
A registration of a foreign limited partnership
|
225.00
|
|
(3)
An annual registration
|
30.00
|
|
(4)
Penalty for late filing of annual registration
|
25.00
|
|
(5)
Agent´s statement of resignation
|
No
fee
|
|
(6)
Certificate of cancellation
|
No
fee
|
|
(7)
Application of withdrawal
|
No
fee
|
|
(8)
Statement of change of address of registered agent or registered office... $5.00
per limited partnership but not less than
|
20.00
|
|
(9)
An amendment to a certificate of limited partnership for the purpose of becoming
a limited liability partnership
|
100.00
|
|
(10)
Certificate of election to become a limited partnership
|
80.00
|
|
(11)
Certificate of conversion
|
95.00
|
|
(12)
Application for reservation of a name
|
25.00
|
|
(13)
Any other document required or permitted pursuant to this chapter
|
20.00"
|
SECTION
12.
Said
title is further amended by revising paragraph (4) of subsection (b) of Code
Section 14-11-603, relating to judicial and administrative dissolution of
limited liability companies, as follows:
"(4)
A limited liability company administratively dissolved under this Code section
may apply to the Secretary of State for reinstatement within five years after
the effective date of such dissolution. The application shall:
(A)
Recite the name of the limited liability company and the effective date of its
administrative dissolution;
(B)
State that the ground or grounds for dissolution either did not exist or have
been eliminated;
(C)
Either be executed by the registered agent or a member or manager of the limited
liability company, in each case as set forth in the most recent annual
registration of the
limited
liability company filed with the Secretary of State, or be accompanied by a
notarized statement, executed by a person who was a member or manager, or an
heir, successor, or assign of a person who was a member or manager, of the
limited liability company at the time that the limited liability company was
administratively dissolved, stating that such person or decedent was a member or
manager of the limited liability company at the time of administrative
dissolution and such person has knowledge of and assents to the application for
reinstatement;
(D)
Contain a statement by the limited liability company reciting that all taxes
owed by the limited liability company have been paid; and
(E)
Be accompanied by an amount equal to the total annual registration fees and
penalties that would have been payable during the periods between dissolution
and reinstatement, plus the fee required for the application for reinstatement,
and any other fees and penalties payable for earlier periods.
If
the Secretary of State determines that the application contains the information
required by this paragraph and that the information is correct, he or she shall
prepare a certificate of reinstatement that recites his or her determination and
the effective date of reinstatement, file the original of the certificate, and
serve a copy on the limited liability company. When the reinstatement is
effective, it relates back to and takes effect as of the effective date of the
administrative dissolution, and the limited liability company resumes carrying
on its business as if the administrative dissolution had never
occurred."
SECTION
13.
Said
title is further amended by adding a new paragraph to subsection (b) of Code
Section 14-11-603, relating to judicial and administrative dissolution of
limited liability companies, to read as follows:
"(6)
The Secretary of State shall reserve the name of a limited liability company
administratively dissolved under Code Section 14-2-1421 for such limited
liability company´s specific use for a period of five years after the
effective date of the dissolution or until the limited liability company is
reinstated, whichever is sooner."
SECTION
14.
Said
title is further amended by revising subsection (a) of Code Section 14-11-1101,
relating to filing fees and penalties for limited liability companies, as
follows:
"(a)
The Secretary of State shall collect the following fees when the documents
described below are delivered to the Secretary of State for filing pursuant to
this chapter:
|
Document
|
Fee
|
|
(1)
Articles of organization
|
$
100.00
|
|
(2)
Articles of amendment
|
20.00
|
|
(3)
Articles of merger
|
20.00
|
|
(4)
Certificate of election under Code Section 14-11-212 (together with articles of
organization)
|
95.00
|
|
(5)
Application for certificate of authority to transact business
|
225.00
|
|
(6)
Statement of commencement of winding up
|
No
Fee
|
|
(7)
Certificate of termination
|
No
Fee
|
|
(8)
Application of withdrawal
|
No
fee
|
|
(9)
Articles of correction
|
20.00
|
|
(10)
Application for reservation of a name
|
25.00
|
|
(11)
Statement of change of registered office or registered agent...$5.00 per limited
liability company (foreign or domestic), but not less than
|
20.00
|
|
(12)
Registered agent´s statement of resignation pursuant to subsection (d) of
Code Section 14-11-209 or subsection (d) of Code Section 14-11-703
|
No
fee
|
|
(13)
Certificate of judicial dissolution
|
No
fee
|
|
(14)
Annual registration (foreign or domestic)
|
30.00
|
|
(15)
Penalty for late filing of annual registration
|
25.00
|
|
(16)
Reinstatement fee
|
100.00
|
|
(17)
Any other document required or permitted to be filed by this
chapter
|
20.00
|
|
(18)
Certificate of conversion
|
95.00"
|
SECTION
15.
All
laws and parts of laws in conflict with this act are repealed.