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HB 682 - Corporations; certain electronic documents; amend provisions
Squires, Mary (78th)
Status Summary HC: Judy SC: FR: 02/17/99 LA: 03/24/99 H - Recommitted (Sub)

First Reader Summary

A BILL to amend Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships, and associations, so as to provide that certain documents filed with the Secretary of State may be signed by an attorney in fact; to provide that certain documents filed with the Secretary of State electronically may bear the typed name of the person executing the document in lieu of a signature; and for other purposes.

Page Numbers: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
31 32
Code Sections - 14-2-120/ 14-2-127/ 14-2-202/ 14-2-501/ 14-2-1006.1/ 14-2-1622/ 14-3-120/ 14-3-122/ 14-3-127/ 14-3-202/ 14-3-501/ 14-3-1005.1/ 14-3-1622/ 14-9-104/ 14-9-109/ 14-9-206/ 14-9-206.3/ 14-9-906/ 14-9-1101/ 14-11-102/ 14-11-206/ 14-11-209/ 14-11-603/ 14-11-610/ 14-11-1101

House Action Senate
2/17/99 Read 1st Time
2/22/99 Read 2nd Time
3/3/99 Favorably Reported
Sub Committee Amend/Sub
3/24/99 Recommitted
Version by LC Number
LC 21 5358 As Introduced
LC 21 5483S H - Favorably Reported (Sub)

HB 682                                            LC 21 5483S 
 
 
 
 
 
 
                        A BILL TO BE ENTITLED 
                               AN ACT 
 
 
  1- 1  To amend Title 14 of the Official Code of Georgia Annotated, 
  1- 2  relating to corporations, partnerships, and associations, so 
  1- 3  as to provide that certain documents filed with the 
  1- 4  Secretary of State may be signed by an attorney in fact; to 
  1- 5  provide that certain documents filed with the  Secretary of 
  1- 6  State electronically may bear the electronic version of the 
  1- 7  name of the person executing the document in lieu of a 
  1- 8  signature; to provide for fees; to provide that the 
  1- 9  Secretary of State may provide for the electronic filing of 
  1-10  documents; to define the term "electronic transmission"; to 
  1-11  provide for the evidentiary value of documents 
  1-12  electronically transmitted; to delete certain provisions 
  1-13  relative to the contents of articles of incorporation; to 
  1-14  change certain provisions relative to the publication of 
  1-15  notice of incorporation; to repeal conflicting laws; and for 
  1-16  other purposes. 
 
  1-17       BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: 
 
  1-18                           SECTION 1. 
 
  1-19  Title 14 of the Official Code of Georgia Annotated, relating 
  1-20  to corporations, partnerships and associations, is amended 
  1-21  by striking in its entirety Code Section 14-2-120, relating 
  1-22  to filing documents relative to business corporations, and 
  1-23  inserting in lieu thereof the following: 
 
  1-24    "14-2-120. 
 
  1-25    (a) A document must satisfy the requirements of this Code 
  1-26    section and of any other Code section that adds to or 
  1-27    varies these requirements to be entitled to filing by the 
  1-28    Secretary of State. 
 
  1-29    (b) This chapter must require or permit filing the 
  1-30    document in the office of the Secretary of State. 
 
  1-31    (c) The document must contain the information required by 
  1-32    this chapter. It may contain other information as well. 
 
  1-33    (d) The document must be typewritten or printed. 
 
 
                                 -1- 
 
 
 
  2- 1    (e) The document must be in the English language. A 
  2- 2    corporate name need not be in English if written in 
  2- 3    English letters or Arabic or Roman numerals, and the 
  2- 4    certificate of existence required of foreign corporations 
  2- 5    need not be in English if accompanied by a reasonably 
  2- 6    authenticated English translation. 
 
  2- 7    (f) The document must be executed: 
 
  2- 8      (1) By the chairman chairperson of the board of 
  2- 9      directors of a domestic or foreign corporation, by its 
  2-10      president, or by another of its officers; 
 
  2-11      (2) If directors have not been selected or the 
  2-12      corporation has not been formed, by an incorporator; or 
 
  2-13      (3) If the corporation is in the hands of a receiver, 
  2-14      trustee, or other court appointed fiduciary, by that 
  2-15      fiduciary; 
 
  2-16    provided, however, that the person executing the document 
  2-17    may do so as an attorney in fact. Powers of attorney 
  2-18    relating to the execution of the document do not need to 
  2-19    be shown to or filed with the Secretary of State. 
 
  2-20    (g) The person executing the document shall sign it and 
  2-21    state beneath or opposite his or her signature his or her 
  2-22    name and the capacity in which he or she signs; provided, 
  2-23    however, that if the document is electronically 
  2-24    transmitted, the electronic version of such person's name 
  2-25    may be used in lieu of a signature. The document may but 
  2-26    need not contain: 
 
  2-27      (1) The corporate seal; 
 
  2-28      (2) An attestation by the secretary or an assistant 
  2-29      secretary; or 
 
  2-30      (3) An acknowledgment, verification, or proof. 
 
  2-31    (h) The document must be delivered to the office of the 
  2-32    Secretary of State for filing and must be accompanied by 
  2-33    one exact or conformed copy (except as provided in Code 
  2-34    Sections 14-2-503 and 14-2-1509), the correct filing fee, 
  2-35    any certificate required by Code Section 14-2-201.1, 
  2-36    14-2-1006.1, 14-2-1105.1, or 14-2-1403.1, and any penalty 
  2-37    required by this chapter or other law. 
 
  2-38    (i) Notwithstanding the provisions of this chapter, the 
  2-39    Secretary of State may authorize the filing of documents 
  2-40    by electronic transmission, following the provisions of 
 
 
 
                                 -2- 
 
 
 
  3- 1    Chapter 12 of Title 10, the 'Georgia Electronic Records 
  3- 2    and Signatures Act,' and the Secretary of State shall be 
  3- 3    authorized to promulgate such rules and regulations as are 
  3- 4    necessary to implement electronic filing procedures." 
 
  3- 5                           SECTION 2. 
 
  3- 6  Said title is further amended by striking in its entirety 
  3- 7  Code Section 14-2-127, relating to the evidentiary effect of 
  3- 8  a copy of a filed document, and inserting in lieu thereof 
  3- 9  the following: 
 
  3-10    "14-2-127. 
 
  3-11    A certificate attached to a copy of a document or 
  3-12    electronic transmission filed by the Secretary of State, 
  3-13    bearing his or her signature, which may be in facsimile, 
  3-14    and the printed or embossed seal of this state or its 
  3-15    electronic equivalent is prima-facie evidence that the 
  3-16    original document has been filed with the Secretary of 
  3-17    State." 
 
  3-18                           SECTION 3. 
 
  3-19  Said title is further amended by inserting immediately 
  3-20  following paragraph (7) of Code Section 14-2-140, relating 
  3-21  to definitions relative to business corporations, a new 
  3-22  paragraph to read as follows: 
 
  3-23      "(7.1) 'Electronic transmission' or 'electronically 
  3-24      transmitted' means any process of communication not 
  3-25      directly involving the physical transfer of paper that 
  3-26      is suitable for the retention, retrieval, and 
  3-27      reproduction of information by the recipient." 
 
  3-28                           SECTION 4. 
 
  3-29  Said title is further amended by striking in its entirety 
  3-30  Code Section 14-2-202, relating to articles of incorporation 
  3-31  relative to business corporations, and inserting in lieu 
  3-32  thereof the following: 
 
  3-33    "14-2-202. 
 
  3-34    (a) The articles of incorporation must set forth: 
 
  3-35      (1) A corporate name for the corporation that satisfies 
  3-36      the requirements of Code Section 14-2-401; 
 
  3-37      (2) The number of shares the corporation is authorized 
  3-38      to issue; 
 
 
 
 
                                 -3- 
 
 
 
  4- 1      (3) The street address and county of the corporation's 
  4- 2      initial registered office and the name of its initial 
  4- 3      registered agent at that office; 
 
  4- 4      (4) The name and address of each incorporator; and 
 
  4- 5      (5) The mailing address of the initial principal office 
  4- 6      of the corporation, if different from the initial 
  4- 7      registered office. 
 
  4- 8    (b) The articles of incorporation may set forth: 
 
  4- 9      (1) The names and addresses of the individuals who are 
  4-10      to serve as the initial directors; 
 
  4-11      (2) Provisions not inconsistent with law regarding: 
 
  4-12        (A) The purpose or purposes for which the corporation 
  4-13        is organized; 
 
  4-14        (B) Managing the business and regulating the affairs 
  4-15        of the corporation; 
 
  4-16        (C) Defining, limiting, and regulating the powers of 
  4-17        the corporation, its board of directors, and 
  4-18        shareholders; 
 
  4-19        (D) A par value for authorized shares or classes of 
  4-20        shares; and 
 
  4-21        (E) The imposition of personal liability on 
  4-22        shareholders for the debts of the corporation to a 
  4-23        specified extent and upon specified conditions; 
 
  4-24      (3) Any provision that under this chapter is required or 
  4-25      permitted to be set forth in the bylaws; 
 
  4-26      (4) A provision eliminating or limiting the liability of 
  4-27      a director to the corporation or its shareholders for 
  4-28      monetary damages for any action taken, or any failure to 
  4-29      take any action, as a director, except liability: 
 
  4-30        (A) For any appropriation, in violation of his or her 
  4-31        duties, of any business opportunity of the 
  4-32        corporation; 
 
  4-33        (B) For acts or omissions which involve intentional 
  4-34        misconduct or a knowing violation of law; 
 
  4-35        (C) For the types of liability set forth in Code 
  4-36        Section 14-2-832; or 
 
  4-37        (D) For any transaction from which the director 
  4-38        received an improper personal benefit, 
 
 
                                 -4- 
 
 
 
  5- 1      provided that no such provision shall eliminate or limit 
  5- 2      the liability of a director for any act or omission 
  5- 3      occurring prior to the date when such provision becomes 
  5- 4      effective; and 
 
  5- 5      (5) A provision that, in discharging the duties of their 
  5- 6      respective positions and in determining what is believed 
  5- 7      to be in the best interests of the corporation, the 
  5- 8      board of directors, committees of the board of 
  5- 9      directors, and individual directors, in addition to 
  5-10      considering the effects of any action on the corporation 
  5-11      or its shareholders, may consider the interests of the 
  5-12      employees, customers, suppliers, and creditors of the 
  5-13      corporation and its subsidiaries, the communities in 
  5-14      which offices or other establishments of the corporation 
  5-15      and its subsidiaries are located, and all other factors 
  5-16      such directors consider pertinent; provided, however, 
  5-17      that any such provision shall be deemed solely to grant 
  5-18      discretionary authority to the directors and shall not 
  5-19      be deemed to provide to any constituency any right to be 
  5-20      considered. 
 
  5-21    (c) The articles of incorporation need not set forth any 
  5-22    of the corporate powers enumerated in this chapter." 
 
  5-23                           SECTION 5. 
 
  5-24  Said title is further amended by striking in its entirety 
  5-25  Code Section 14-2-501, relating to the registered office and 
  5-26  registered agent relative to business corporations, and 
  5-27  inserting in lieu thereof the following: 
 
  5-28    "14-2-501. 
 
  5-29    Each corporation must continuously maintain in this state: 
 
  5-30      (1) A registered office that may be the same as any of 
  5-31      its places of business; and 
 
  5-32      (2) A registered agent, who may be: 
 
  5-33        (A) An individual A person who resides in this state 
  5-34        and whose business office is identical with the 
  5-35        registered office; 
 
  5-36        (B) A domestic corporation or nonprofit domestic 
  5-37        corporation whose business office is identical with 
  5-38        the registered office; or 
 
  5-39        (C) A foreign corporation or nonprofit foreign 
  5-40        corporation authorized to transact business in this 
 
 
 
                                 -5- 
 
 
 
  6- 1        state whose business office is identical with the 
  6- 2        registered office." 
 
  6- 3                           SECTION 6. 
 
  6- 4  Said title is further amended by striking in its entirety 
  6- 5  Code Section 14-2-1006.1, relating to the publication of 
  6- 6  notice of change of name, and inserting in lieu thereof the 
  6- 7  following: 
 
  6- 8    "14-2-1006.1. 
 
  6- 9    (a) Together with any articles of amendment which change 
  6-10    the name of the corporation, the corporation shall deliver 
  6-11    to the Secretary of State a certificate executed by an 
  6-12    officer or director of such corporation, or any person 
  6-13    undertaking such request on behalf of the corporation, 
  6-14    verifying that the request for publication of a notice of 
  6-15    intent to file articles of amendment to change the name of 
  6-16    the corporation and payment therefor have been made as 
  6-17    required by subsection (b) of this Code section. Together 
  6-18    with the articles of amendment which change the name of 
  6-19    the corporation, the corporation shall deliver to the 
  6-20    Secretary of State an undertaking, which may appear in the 
  6-21    articles of amendment or be set forth in a letter or other 
  6-22    instrument executed by an incorporator or any person 
  6-23    authorized to act on behalf of the corporation, to publish 
  6-24    a notice of the filing of the articles of amendment as 
  6-25    required by subsection (b) of this Code section. 
 
  6-26    (b) Prior to filing any articles of amendment which change 
  6-27    the name of the corporation No later than the next 
  6-28    business day following the delivery of the articles of 
  6-29    amendment and certificate as provided in subsection (a) of 
  6-30    this Code section,  the corporation shall mail or deliver 
  6-31    to the publisher of a newspaper which is the official 
  6-32    organ of the county where the registered office of the 
  6-33    corporation is located or which is a newspaper of general 
  6-34    circulation published within such county whose most 
  6-35    recently published annual statement of ownership and 
  6-36    circulation reflects a minimum of 60 percent paid 
  6-37    circulation a request to publish a notice in substantially 
  6-38    the following form: 
 
  6-39              'NOTICE OF CHANGE OF CORPORATE NAME 
 
  6-40      Notice is given that articles of amendment which will 
  6-41      change the name of _______________________ (present 
  6-42      corporate name) to _______________________ (proposed 
 
 
 
                                 -6- 
 
 
 
  7- 1      corporate name) will be have been delivered to the 
  7- 2      Secretary of State for filing in accordance with the 
  7- 3      Georgia Business Corporation Code.  The registered 
  7- 4      office of the corporation is located at 
  7- 5      _______________________ (address of registered office).' 
 
  7- 6    The request for publication of the notice shall be 
  7- 7    accompanied by a check, draft, or money order in the 
  7- 8    amount of $40.00 in payment of the cost of publication. 
  7- 9    The notice shall be published once a week for two 
  7-10    consecutive weeks commencing within ten days after receipt 
  7-11    of the notice by the newspaper. Failure on the part of the 
  7-12    corporation to mail or deliver the notice or payment 
  7-13    therefor or failure on the part of the newspaper to 
  7-14    publish the notice in compliance with this subsection 
  7-15    shall not invalidate the articles of amendment or the 
  7-16    change of the name of the corporation." 
 
  7-17                           SECTION 7. 
 
  7-18  Said title is further amended by striking in its entirety 
  7-19  Code Section 14-2-1622, relating to the annual registration 
  7-20  for the Secretary of State, and inserting in lieu thereof 
  7-21  the following: 
 
  7-22    "14-2-1622. 
 
  7-23    (a) Each domestic corporation and each foreign corporation 
  7-24    authorized to transact business in this state shall 
  7-25    deliver to the Secretary of State for filing an annual 
  7-26    registration that sets forth: 
 
  7-27      (1) The name of the corporation, the employer 
  7-28      identification number issued by the federal government, 
  7-29      and the state or country under whose law it is 
  7-30      incorporated; 
 
  7-31      (2) The street address and county of its registered 
  7-32      office and the name of its registered agent at that 
  7-33      office in this state; 
 
  7-34      (3) The mailing address of its principal office; and 
 
  7-35      (4) The names and respective addresses of its chief 
  7-36      executive officer, chief financial officer, and 
  7-37      secretary, or individuals holding similar positions. 
 
  7-38    (b) Information in the annual registration must be current 
  7-39    as of the date the annual registration is executed on 
  7-40    behalf of the corporation. 
 
 
 
                                 -7- 
 
 
 
  8- 1    (c) The first annual registration must be delivered to the 
  8- 2    Secretary of State between January 1 and April 1, or such 
  8- 3    other date as the Secretary of State may specify by rules 
  8- 4    or regulations, of the year following the calendar year in 
  8- 5    which a domestic corporation was incorporated or a foreign 
  8- 6    corporation was authorized to transact business. 
  8- 7    Subsequent annual registrations must be delivered to the 
  8- 8    Secretary of State between January 1 and April 1, or such 
  8- 9    other date as the Secretary of State may specify by rules 
  8-10    or regulations, of the following calendar years. 
 
  8-11    (d) The initial annual registration of a domestic 
  8-12    corporation shall be filed within 90 days after the day 
  8-13    its articles of incorporation are delivered to the 
  8-14    Secretary of State for filing.  However, the initial 
  8-15    annual registration of a domestic corporation whose 
  8-16    articles of incorporation are delivered to the Secretary 
  8-17    of State for filing subsequent to October 1 shall be filed 
  8-18    between January 1 and April 1 of the year next succeeding 
  8-19    the calendar year in which its certificate of 
  8-20    incorporation is issued by the Secretary of State. 
 
  8-21    (e) If an annual registration does not contain the 
  8-22    information required by this Code section, the Secretary 
  8-23    of State shall promptly notify the reporting domestic or 
  8-24    foreign corporation in writing and return the report to it 
  8-25    for correction.  If the report is corrected to contain the 
  8-26    information required by this Code section and delivered to 
  8-27    the Secretary of State within 30 days after the effective 
  8-28    date of notice, it is deemed to be timely filed." 
 
  8-29                           SECTION 8. 
 
  8-30  Said title is further amended by striking in its entirety 
  8-31  Code Section 14-3-120, relating to the filing of documents 
  8-32  relative to nonprofit corporations, and inserting in lieu 
  8-33  thereof the following: 
 
  8-34    "14-3-120. 
 
  8-35    (a) A document must satisfy the requirements of this Code 
  8-36    section and of any other Code section that adds to or 
  8-37    varies these requirements to be entitled to filing by the 
  8-38    Secretary of State. 
 
  8-39    (b) This chapter must require or permit filing the 
  8-40    document in the office of the Secretary of State. 
 
  8-41    (c) The document must contain the information required by 
  8-42    this chapter. It may contain other information as well. 
 
 
                                 -8- 
 
 
 
  9- 1    (d) The document must be typewritten or printed. 
 
  9- 2    (e) The document must be in the English language. However, 
  9- 3    a corporate name need not be in English if written in 
  9- 4    English letters or Arabic or Roman numerals, and the 
  9- 5    certificate of existence required of foreign corporations 
  9- 6    need not be in English if accompanied by a reasonably 
  9- 7    authenticated English translation. 
 
  9- 8    (f) The document must be executed: 
 
  9- 9      (1) By the chairman chairperson of the board of 
  9-10      directors of a domestic or foreign corporation, its 
  9-11      president, or by another of its officers; 
 
  9-12      (2) If directors have not been selected or the 
  9-13      corporation has not been formed, by an incorporator; or 
 
  9-14      (3) If the corporation is in the hands of a receiver, 
  9-15      trustee, or other court appointed fiduciary, by that 
  9-16      fiduciary; 
 
  9-17    provided, however, the person executing the document may 
  9-18    do so as an attorney in fact. Powers of attorney relating 
  9-19    to the execution of the document do not need to be shown 
  9-20    to or filed with the Secretary of State. 
 
  9-21    (g) The person executing a document shall sign it and 
  9-22    state beneath or opposite the signature his or her name 
  9-23    and the capacity in which he or she signs; provided, 
  9-24    however, that if the document is electronically 
  9-25    transmitted, the electronic version of such person's name 
  9-26    may be used in lieu of a signature. The document may, but 
  9-27    need not, contain: 
 
  9-28      (1) The corporate seal; 
 
  9-29      (2) An attestation by the secretary or an assistant 
  9-30      secretary; or 
 
  9-31      (3) An acknowledgment, verification, or proof. 
 
  9-32    (h) The document must be delivered to the office of the 
  9-33    Secretary of State for filing and must be accompanied by 
  9-34    one exact or conformed copy (except as provided in Code 
  9-35    Sections 14-3-503 and 14-3-1509), the correct filing fee, 
  9-36    any certificate required by this chapter, and any penalty 
  9-37    required by this chapter or other law. 
 
  9-38    (i) Notwithstanding the provisions of this chapter, the 
  9-39    Secretary of State may authorize the filing of documents 
  9-40    by electronic transmission, following the provisions of 
 
 
                                 -9- 
 
 
 
 10- 1    Chapter 12 of Title 10, the 'Georgia Electronic Records 
 10- 2    and Signatures Act,' and the Secretary of State shall be 
 10- 3    authorized to promulgate such rules and regulations as are 
 10- 4    necessary to implement electronic filing  procedures." 
 
 10- 5                           SECTION 9. 
 
 10- 6  Said title is further amended by striking in its entirety 
 10- 7  Code Section 14-3-122, relating to filing fees, and 
 10- 8  inserting in lieu thereof the following: 
 
 10- 9    "14-3-122. 
 
 10-10    (a) The Secretary of State shall collect the following 
 10-11    fees when the documents described in this subsection are 
 10-12    delivered for filing: 
 
 
 
 10-13      (1) Articles of incorporation...................$  60.00 
 
 10-14      (2) Application for certificate of authority....   70.00 
 
 10-15      (3) Annual registration.........................   15.00 
 
 10-16      (4) Agent's statement of resignation............  No fee 
 
 10-17      (5) Certificate of judicial dissolution.........  No fee 
 
 10-18      (6) Application for reservation of a corporate 
 10-19      name............................................  No fee 
 
 10-20      (7) Statement of change of address of 
 10-21      registered agent...$5.00 per corporation but 
 10-22      not less than...................................   20.00 
 
 10-23      (8) Application for reinstatement.........  100.00 20.00 
 
 10-24      (9) Any other document required or permitted 
 10-25      to be filed by this chapter.....................   20.00 
 
 10-26    (b) Each corporation, domestic or foreign, that fails or 
 10-27    refuses to file its annual report for any year shall not 
 10-28    be required to pay any penalty for so failing or refusing 
 10-29    to file its annual report, but such corporation may be 
 10-30    subject to involuntary administrative dissolution as 
 10-31    provided in Code Section 14-3-1430 14-3-1420." 
 
 10-32                          SECTION 10. 
 
 10-33  Said title is further amended by striking in its entirety 
 10-34  Code Section 14-3-127, relating to the evidentiary effect of 
 10-35  copy of filed document, and inserting in lieu thereof the 
 10-36  following: 
 
 
 
                                 -10- 
 
 
 
 11- 1    "14-3-127. 
 
 11- 2    A certificate attached to a copy of a document or 
 11- 3    electronic transmission filed by the Secretary of State, 
 11- 4    bearing his or her signature, which may be in facsimile, 
 11- 5    and the printed or embossed seal of this state or its 
 11- 6    electronic equivalent is prima-facie evidence that the 
 11- 7    original document has been filed with the Secretary of 
 11- 8    State." 
 
 11- 9                          SECTION 11. 
 
 11-10  Said title is further amended by inserting immediately 
 11-11  following paragraph (11) of Code Section 14-3-140, relating 
 11-12  to definitions relative to nonprofit corporations, a new 
 11-13  paragraph to read as follows: 
 
 11-14      "(11.1) 'Electronic transmission' or 'electronically 
 11-15      transmitted' means any process of communication not 
 11-16      directly involving the physical transfer of paper that 
 11-17      is suitable for the retention, retrieval, and 
 11-18      reproduction of information by the recipient." 
 
 11-19                          SECTION 12. 
 
 11-20  Said title is further amended by striking in its entirety 
 11-21  Code Section 14-3-202, relating to articles of incorporation 
 11-22  relative to nonprofit corporations, and inserting in lieu 
 11-23  thereof the following: 
 
 11-24    "14-3-202. 
 
 11-25    (a) The articles of incorporation must set forth: 
 
 11-26      (1) A corporate name for the corporation that satisfies 
 11-27      the requirements of Code Section 14-3-401; 
 
 11-28      (2) The street address and county of the corporation's 
 11-29      initial registered office and the name of its initial 
 11-30      registered agent at that office; 
 
 11-31      (3) The name and address of each incorporator; 
 
 11-32      (4) Whether or not the corporation will have members; 
 
 11-33      (5) The mailing address of the initial principal office 
 11-34      of the corporation, if different from the initial 
 11-35      registered office; and 
 
 11-36      (6) A statement that the corporation is organized 
 11-37      pursuant to the Georgia Nonprofit Corporation Code. 
 
 11-38    (b) The articles of incorporation may set forth: 
 
 
 
                                 -11- 
 
 
 
 12- 1      (1) The purpose or purposes for which the corporation is 
 12- 2      organized, which may be, either alone or in combination 
 12- 3      with other purposes, the transaction of any lawful 
 12- 4      activity; 
 
 12- 5      (2) The names and addresses of the individuals who are 
 12- 6      to serve as the initial directors; 
 
 12- 7      (3) Provisions not inconsistent with law regarding: 
 
 12- 8        (A) Managing and regulating the affairs of the 
 12- 9        corporation; 
 
 12-10        (B) Defining, limiting, and regulating the powers of 
 12-11        the corporation, its board of directors, and members 
 12-12        (or any class of members); and 
 
 12-13        (C) The characteristics, qualifications, rights, 
 12-14        limitations, and obligations attaching to each or any 
 12-15        class of members; 
 
 12-16      (4) A provision eliminating or limiting the liability of 
 12-17      a director to the corporation or its members for 
 12-18      monetary damages for any action taken, or any failure to 
 12-19      take any action, as a director, except liability: 
 
 12-20        (A) For any appropriation, in violation of his or her 
 12-21        duties, of any business opportunity of the 
 12-22        corporation; 
 
 12-23        (B) For acts or omissions which involve intentional 
 12-24        misconduct or a knowing violation of law; 
 
 12-25        (C) For the types of liability set forth in Code 
 12-26        Sections 14-3-860 through 14-3-864; or 
 
 12-27        (D) For any transaction from which the director 
 12-28        received an improper personal benefit, 
 
 12-29      provided that no such provision shall eliminate or limit 
 12-30      the liability of a director for any act or omission 
 12-31      occurring prior to the date when such provision becomes 
 12-32      effective; 
 
 12-33      (5) Any provision that under this chapter is required or 
 12-34      permitted to be set forth in the bylaws; and 
 
 12-35      (6) Provisions not inconsistent with law regarding the 
 12-36      distribution of assets on dissolution. 
 
 12-37      (c) One or more incorporators named in the articles must 
 12-38      sign the articles unless the filing is being signed by 
 12-39      an attorney in fact. 
 
 
                                 -12- 
 
 
 
 13- 1    (d) The articles of incorporation need not set forth any 
 13- 2    of the corporate powers enumerated in this chapter." 
 
 13- 3                          SECTION 13. 
 
 13- 4  Said title is further amended by striking in its entirety 
 13- 5  Code Section 14-3-501, relating to registered offices and 
 13- 6  registered agents, and inserting in lieu thereof the 
 13- 7  following: 
 
 13- 8    "14-3-501. 
 
 13- 9    Each corporation must continuously maintain in this state: 
 
 13-10      (1) A registered office with the same address as that of 
 13-11      the registered agent; and 
 
 13-12      (2) A registered agent, who may be: 
 
 13-13        (A) An individual A person who resides in this state 
 13-14        and whose office is identical with the registered 
 13-15        office; 
 
 13-16        (B) A domestic business or nonprofit corporation 
 13-17        formed under this chapter or under Chapter 2 of this 
 13-18        title whose office is identical with the registered 
 13-19        office; or 
 
 13-20        (C) A foreign business or nonprofit corporation 
 13-21        authorized to transact business in this state whose 
 13-22        office is identical with the registered office." 
 
 13-23                          SECTION 14. 
 
 13-24  Said title is further amended by striking in its entirety 
 13-25  Code Section 14-3-1005.1, relating to notice of intent to 
 13-26  change corporate name, and inserting in lieu thereof the 
 13-27  following: 
 
 13-28    "14-3-1005.1. 
 
 13-29    (a) Together with any articles of amendment which change 
 13-30    the name of the corporation, the corporation shall deliver 
 13-31    to the Secretary of State a certificate executed by an 
 13-32    officer or director of such corporation, or any person 
 13-33    undertaking such request on behalf of the corporation, 
 13-34    verifying that the request for publication of a notice of 
 13-35    intent to file articles of amendment to change the name of 
 13-36    the corporation and payment therefor have been made as 
 13-37    required by subsection (b) of this Code section. Together 
 13-38    with the articles of amendment which change the name of 
 13-39    the corporation, the corporation shall deliver to the 
 
 
 
                                 -13- 
 
 
 
 14- 1    Secretary of State an undertaking, which may appear in the 
 14- 2    articles of amendment or be set forth in a letter or other 
 14- 3    instrument executed by an incorporator or any person 
 14- 4    authorized to act on behalf of the corporation, to publish 
 14- 5    a notice of the filing of the articles of amendment as 
 14- 6    required by subsection (b) of this Code section. 
 
 14- 7    (b) Prior to filing any articles of amendment which change 
 14- 8    the name of the corporation No later than the next 
 14- 9    business day following the delivery of the articles of 
 14-10    amendment and certificate as provided in subsection (a) of 
 14-11    this Code section, the corporation shall mail or deliver 
 14-12    to the publisher of a newspaper which is the official 
 14-13    organ of the county where the registered office of  the 
 14-14    corporation is located or which is the newspaper of 
 14-15    general circulation published within such county whose 
 14-16    most recently published annual statement of ownership and 
 14-17    circulation reflects a minimum of 60 percent paid 
 14-18    circulation a request to publish a notice in substantially 
 14-19    the following form: 
 
 14-20              'NOTICE OF CHANGE OF CORPORATE NAME 
 
 14-21      Notice is given that articles of amendment which will 
 14-22      change the name of _______________________ (present 
 14-23      corporate name) to _______________________ (proposed 
 14-24      corporate name) will be have been delivered to the 
 14-25      Secretary of State for filing in accordance with the 
 14-26      Georgia Nonprofit Corporation Code.  The registered 
 14-27      office of the corporation is located at 
 14-28      _______________________ (address of registered office).' 
 
 14-29    The request for publication of the notice shall be 
 14-30    accompanied by a check, draft, or money order in the 
 14-31    amount of $40.00 in payment for the cost of publication. 
 14-32    The notice shall be published once a week for two 
 14-33    consecutive weeks commencing within ten days after receipt 
 14-34    of the notice by the newspaper. Failure on the part of the 
 14-35    corporation to mail or deliver the notice or payment 
 14-36    therefor or failure on the part of the newspaper to 
 14-37    publish the notice in compliance with this subsection 
 14-38    shall not invalidate the articles of amendment or the 
 14-39    change of the name of the corporation." 
 
 14-40                          SECTION 15. 
 
 14-41  Said title is further amended by striking in its entirety 
 14-42  Code Section 14-3-1622, relating to the annual registration 
 
 
 
                                 -14- 
 
 
 
 15- 1  of corporations, and inserting in lieu thereof the 
 15- 2  following: 
 
 15- 3    "14-3-1622. 
 
 15- 4    (a) Each domestic corporation and each foreign corporation 
 15- 5    authorized to transact business in this state shall 
 15- 6    deliver to the Secretary of State for filing an annual 
 15- 7    registration that sets forth: 
 
 15- 8      (1) The name of the corporation, the employer 
 15- 9      identification number issued by the federal government, 
 15-10      and the state or country under whose law it is 
 15-11      incorporated; 
 
 15-12      (2) The street address and county of its registered 
 15-13      office and the name of its registered agent at that 
 15-14      office in this state; 
 
 15-15      (3) The mailing address of its principal office, if any; 
 15-16      and 
 
 15-17      (4) The names and respective addresses of its chief 
 15-18      executive officer, chief financial officer, and 
 15-19      secretary, or individuals holding similar positions. 
 
 15-20    (b) Information in the annual registration must be current 
 15-21    as of the date the annual registration is executed on 
 15-22    behalf of the corporation. 
 
 15-23    (c) The first annual registration must be delivered to the 
 15-24    Secretary of State between January 1 and April 1, or such 
 15-25    other date as the Secretary of State may specify by rules 
 15-26    or regulations, of the year following the calendar year in 
 15-27    which a domestic corporation was incorporated or a foreign 
 15-28    corporation was authorized to transact business. 
 15-29    Subsequent annual registrations must be delivered to the 
 15-30    Secretary of State between January 1 and April 1, or such 
 15-31    other date as the Secretary of State may specify by rules 
 15-32    or regulations, of the following calendar years. 
 
 15-33    (d) The initial annual registration of a domestic 
 15-34    corporation shall be filed within 90 days after the day 
 15-35    its articles of incorporation are delivered to the 
 15-36    Secretary of State for filing.  However, the initial 
 15-37    annual registration of a domestic corporation whose 
 15-38    articles of incorporation are delivered to the Secretary 
 15-39    of State for filing subsequent to October 1 shall be filed 
 15-40    between January 1 and April 1 of the year next succeeding 
 
 
 
 
                                 -15- 
 
 
 
 16- 1    the calendar year in which its certificate of 
 16- 2    incorporation is issued by the Secretary of State. 
 
 16- 3    (e) If an annual registration does not contain the 
 16- 4    information required by this Code section, the Secretary 
 16- 5    of State shall promptly notify the reporting domestic or 
 16- 6    foreign corporation in writing and return the report to it 
 16- 7    for correction.  If the report is corrected to contain the 
 16- 8    information required by this Code section and delivered to 
 16- 9    the Secretary of State within 30 days after the effective 
 16-10    date of notice, it is deemed to be timely filed." 
 
 16-11                          SECTION 16. 
 
 16-12  Said title is further amended by inserting immediately 
 16-13  following paragraph (2) of Code Section 14-9-101, relating 
 16-14  to definitions relative to limited partnerships, a new 
 16-15  paragraph to read as follows: 
 
 16-16      "(2.1) 'Electronic transmission' or 'electronically 
 16-17      transmitted' means any process of communication not 
 16-18      directly involving the physical transfer of paper that 
 16-19      is suitable for the retention, retrieval, and 
 16-20      reproduction of information by the recipient." 
 
 16-21                          SECTION 17. 
 
 16-22  Said title is further amended by striking in its entirety 
 16-23  Code Section 14-9-104, relating to the registered office and 
 16-24  agents, and inserting in lieu thereof the following: 
 
 16-25    "14-9-104. 
 
 16-26    (a) Each limited partnership shall continuously maintain 
 16-27    in this state: 
 
 16-28      (1) A registered office which may, but need not, be a 
 16-29      place of its business in this state; and 
 
 16-30      (2) A registered agent for service of process on the 
 16-31      limited partnership. The address of the business office 
 16-32      of the registered agent shall be the same as the address 
 16-33      of the registered office  referred to in paragraph (1) 
 16-34      of this subsection. 
 
 16-35    (b) An agent for service of process must be an individual 
 16-36    resident of this state, a domestic corporation, or a 
 16-37    foreign corporation authorized to do business in this 
 16-38    state. 
 
 16-39    (c) A limited partnership may change its registered office 
 16-40    or its registered agent or agents, or both, by executing 
 
 
                                 -16- 
 
 
 
 17- 1    and filing in the office of the Secretary of State a 
 17- 2    statement filing an amendment to its annual registration 
 17- 3    setting forth: 
 
 17- 4      (1) The name of the limited partnership; 
 
 17- 5      (2) The address of its then registered office; 
 
 17- 6      (3) If the address of its registered office is to be 
 17- 7      changed, the new address of the registered office; 
 
 17- 8      (4) The name or names of its then registered agent or 
 17- 9      agents; 
 
 17-10      (5) If its registered agent or agents are to be changed, 
 17-11      the name or names of its successor registered agent or 
 17-12      agents and the written consent of each successor agent 
 17-13      to his or her or its appointment; and 
 
 17-14      (6) That the address of its registered office and the 
 17-15      address of the business office of its registered agent 
 17-16      or agents, as changed, will be identical. 
 
 17-17    (d) If the Secretary of State finds that such statement 
 17-18    conforms to subsection (a) of this Code section, he or she 
 17-19    shall file such statement in his or her office; and upon 
 17-20    such filing the change of address of the registered office 
 17-21    or the change of the registered agent or agents, or both, 
 17-22    as the case may be, shall become effective. 
 
 17-23    (e) Any registered agent of a limited partnership may 
 17-24    resign as such agent upon filing a written notice thereof 
 17-25    with the Secretary of State. The appointment of such agent 
 17-26    shall terminate upon the expiration of 30 days after 
 17-27    receipt of such notice by the Secretary of State. There 
 17-28    shall be attached to such notice an affidavit of such 
 17-29    agent, if an individual, or of an officer thereof, if a 
 17-30    corporation, that at least ten days prior to the date of 
 17-31    filing such notice a written notice of the agent's 
 17-32    intention to resign was mailed or delivered to the limited 
 17-33    partnership for which such agent is acting. Upon such 
 17-34    resignation becoming effective, the address of the 
 17-35    business office of the resigned registered agent shall no 
 17-36    longer be the address of the registered office of the 
 17-37    limited partnership. 
 
 17-38    (f) A registered agent may change his or her or its 
 17-39    business address and the address of the registered office 
 17-40    of any limited partnership of which he or she or it is a 
 17-41    registered agent to another place within this state by 
 
 
 
                                 -17- 
 
 
 
 18- 1    filing a statement as required in subsection (c) of this 
 18- 2    Code section, except that it need be signed only by the 
 18- 3    registered agent and need not be responsive to paragraph 
 18- 4    (5) of subsection (c) of this Code section and must recite 
 18- 5    that a copy of the statement has been mailed or delivered 
 18- 6    to a representative or agent of each such limited 
 18- 7    partnership other than the notifying registered agent. 
 
 18- 8    (g) The registered agent of one or more limited 
 18- 9    partnerships may resign and appoint a successor registered 
 18-10    agent by filing a statement with the Secretary of State 
 18-11    stating that he or it resigns and the name and address of 
 18-12    the successor registered agent. There shall be attached to 
 18-13    such certificate a statement executed by each affected 
 18-14    limited partnership ratifying and approving such change of 
 18-15    registered agent. Upon such filing, the successor 
 18-16    registered agent shall become the registered agent of such 
 18-17    limited partnerships as have ratified and approved such 
 18-18    substitution and the successor registered agent's address, 
 18-19    as stated in such statement, shall become the address of 
 18-20    each such limited partnership's registered office in this 
 18-21    state. The Secretary of State shall furnish to the 
 18-22    successor registered agent a certified copy of the 
 18-23    statement of resignation. 
 
 18-24    (h)(g) Whenever a limited partnership shall fail to 
 18-25    appoint or maintain a registered agent in this state, or 
 18-26    whenever its registered agent cannot with reasonable 
 18-27    diligence be found at the registered office, then the 
 18-28    Secretary of State shall be an agent of such limited 
 18-29    partnership upon whom any process, notice, or demand may 
 18-30    be served. Service on the Secretary of State of any such 
 18-31    process, notice, or demand shall be made by delivering to 
 18-32    and leaving with him or her or with any other person or 
 18-33    persons designated by the Secretary of State to receive 
 18-34    such service a copy of such process, notice, or demand. 
 18-35    The plaintiff or his or her attorney shall certify in 
 18-36    writing to the Secretary of State that he or she has 
 18-37    forwarded by registered mail such process, service, or 
 18-38    demand to the last registered office or agent listed on 
 18-39    the records of the Secretary of State, that service cannot 
 18-40    be effected at such office, and that it therefore appears 
 18-41    that the limited partnership has failed either to maintain 
 18-42    a registered office or appoint a registered agent in this 
 18-43    state. Any such service by certification to the Secretary 
 18-44    of State shall be answerable in not more than 30 days. The 
 
 
 
                                 -18- 
 
 
 
 19- 1    provisions of this subsection may be used notwithstanding 
 19- 2    any inconsistent provisions of Chapter 11 of Title 9. 
 
 19- 3    (i)(h) The Secretary of State shall keep a record of all 
 19- 4    processes, notices, and demands served upon him or her 
 19- 5    under this Code section and shall record therein the time 
 19- 6    of such service and his or her action with reference 
 19- 7    thereto." 
 
 19- 8                          SECTION 18. 
 
 19- 9  Said title is further amended by inserting immediately 
 19-10  following Code Section 14-9-108 a new Code section to read 
 19-11  as follows: 
 
 19-12    "14-9-109. 
 
 19-13    A certificate attached to a copy of a document or 
 19-14    electronic transmission filed by the Secretary of State, 
 19-15    bearing his or her signature, which may be in facsimile, 
 19-16    and the printed or embossed seal of this state or its 
 19-17    electronic equivalent is prima-facie evidence that the 
 19-18    original document has been filed with the Secretary of 
 19-19    State." 
 
 19-20                          SECTION 19. 
 
 19-21  Said title is further amended by striking in its entirety 
 19-22  subsection (a) of Code Section 14-9-202, relating to the 
 19-23  amendment of a certificate of limited partnership, and 
 19-24  inserting in lieu thereof the following: 
 
 19-25    "(a) A certificate of limited partnership is amended by 
 19-26    filing a certificate of amendment thereto in the office of 
 19-27    the Secretary of State. The certificate must set forth: 
 
 19-28      (1) The name of the limited partnership; 
 
 19-29      (2) The date of filing of the certificate of limited 
 19-30      partnership; 
 
 19-31      (3) The amendment to the certificate; and 
 
 19-32      (4) If the amendment is to become effective later than 
 19-33      the time of filing, the effective date, or effective 
 19-34      time and date, which may not be later than 90 days after 
 19-35      the filing date of the amendment." 
 
 19-36                          SECTION 20. 
 
 19-37  Said title is further amended by striking in its entirety 
 19-38  Code Section 14-9-206, relating to filing a certificate of 
 
 
 
                                 -19- 
 
 
 
 20- 1  limited partnership with the Secretary of State, and 
 20- 2  inserting in  lieu thereof the following: 
 
 20- 3    "14-9-206. 
 
 20- 4    (a) A signed copy, and facsimile thereof, of the 
 20- 5    certificate of limited partnership and of any certificates 
 20- 6    of amendment, cancellation, or merger, or of any judicial 
 20- 7    decree of amendment, cancellation, or merger must be 
 20- 8    delivered to the Secretary of State; provided, however, 
 20- 9    that if the document is electronically transmitted, the 
 20-10    electronic version of such person's name may be used in 
 20-11    lieu of a signature. A person who executes a certificate 
 20-12    as an agent or fiduciary need not exhibit evidence of his 
 20-13    or her authority as a prerequisite to filing. Unless the 
 20-14    Secretary of State finds that a certificate does not 
 20-15    conform to law, upon receipt of all filing fees required 
 20-16    by law he or she shall: 
 
 20-17      (1) Stamp or otherwise endorse his or her official title 
 20-18      and the date and time of receipt on both the original 
 20-19      and the facsimile copy; 
 
 20-20      (2) File the signed copy in his or her office; and 
 
 20-21      (3) Return the facsimile of the signed copy to the 
 20-22      person who filed it or to his or her representative. 
 
 20-23    (b) Upon the later of the filing of a certificate of 
 20-24    amendment pursuant to this Code section or the effective 
 20-25    time, or effective date and time, of the amendment 
 20-26    pursuant to paragraph (4) of subsection (a) of Code 
 20-27    Section 14-9-202, or upon the recording pursuant to Code 
 20-28    Section 14-9-205 of a certificate of amendment, the 
 20-29    certificate of limited partnership is amended as set forth 
 20-30    in the certificate of amendment. 
 
 20-31    (c) Upon the later of the filing of a certificate of 
 20-32    cancellation pursuant to this Code section or the 
 20-33    effective time or the effective date and time of the 
 20-34    cancellation pursuant to paragraph (4) of Code Section 
 20-35    14-9-203, or upon the recording pursuant to Code Section 
 20-36    14-9-205 of a certificate of cancellation, the certificate 
 20-37    of limited partnership is canceled. 
 
 20-38    (d) Upon the later of the filing of a certificate of 
 20-39    merger pursuant to this Code section or the effective time 
 20-40    or the effective date and time pursuant to paragraph (4) 
 20-41    of subsection (b) of Code Section 14-9-206.1 of a 
 20-42    certificate of merger, or upon the recording pursuant to 
 
 
                                 -20- 
 
 
 
 21- 1    Code Section 14-9-205 of a certificate of merger, the 
 21- 2    constituent entities named in the certificate are merged. 
 
 21- 3    (e) Notwithstanding the provisions of this Code section, 
 21- 4    the Secretary of State may authorize the filing of 
 21- 5    documents by electronic transmission, following the 
 21- 6    provisions of Chapter 12 of Title 10, the 'Georgia 
 21- 7    Electronic Records and Signatures Act,' and the Secretary 
 21- 8    of State shall be authorized to promulgate such rules and 
 21- 9    regulations as are necessary to implement electronic 
 21-10    filing procedures." 
 
 21-11                          SECTION 21. 
 
 21-12  Said title is further amended by inserting  immediately 
 21-13  following Code Section 14-9-206.2 a new Code section to read 
 21-14  as follows: 
 
 21-15    "14-9-206.3. 
 
 21-16    (a) A limited partnership may correct a document filed by 
 21-17    the Secretary of State if the document: 
 
 21-18      (1) Contains an incorrect statement; or 
 
 21-19      (2) Was defectively executed, attested, sealed, 
 21-20      verified, or acknowledged. 
 
 21-21    (b) A document is corrected: 
 
 21-22      (1) By preparing articles of correction that: 
 
 21-23        (A) Describe the document, including its filing date, 
 21-24        or attach a copy of the document to the articles; 
 
 21-25        (B) Specify the incorrect statement and the reason it 
 21-26        is incorrect or the manner in which the execution was 
 21-27        defective; and 
 
 21-28        (C) Correct the incorrect statement or defective 
 21-29        execution; and 
 
 21-30      (2) By delivering the articles of correction to the 
 21-31      Secretary of State for filing. 
 
 21-32    (c) Articles of correction are effective on the effective 
 21-33    date of the document they correct except as to persons 
 21-34    relying on the uncorrected document and adversely affected 
 21-35    by the correction. As to those persons, articles of 
 21-36    correction are effective when filed." 
 
 
 
 
 
                                 -21- 
 
 
 
 22- 1                          SECTION 22. 
 
 22- 2  Said title is further amended by striking in its entirety 
 22- 3  Code Section 14-9-906, relative to the cancellation of a 
 22- 4  certificate of limited partnership, and inserting in lieu 
 22- 5  thereof the following: 
 
 22- 6    "14-9-906. 
 
 22- 7    A foreign limited partnership may cancel its certificate 
 22- 8    of authority by filing with the Secretary of State a 
 22- 9    certificate of cancellation signed by a general partner. 
 22-10    A foreign limited partnership authorized to transact 
 22-11    business in this state may apply for a certificate of 
 22-12    withdrawal by delivering to the Secretary of State for 
 22-13    filing an application that sets forth: 
 
 22-14      (1) The name of the limited partnership and the name of 
 22-15      the jurisdiction under whose law it is organized; 
 
 22-16      (2) That it is not transacting business in this state 
 22-17      and that it surrenders its authority to transact 
 22-18      business in this state; 
 
 22-19      (3) That it revokes the authority of its registered 
 22-20      agent to accept service on its behalf and appoints the 
 22-21      Secretary of State as its agent for service of process 
 22-22      in any proceeding based on a cause of action arising 
 22-23      during the time it was authorized to transact business 
 22-24      in this state; 
 
 22-25      (4) A mailing address to which a copy of any process 
 22-26      served on the Secretary of State pursuant to paragraph 
 22-27      (3) of this Code section may be mailed; and 
 
 22-28      (5) A commitment to notify the Secretary of State in the 
 22-29      future of any change in the mailing address provided 
 22-30      pursuant to paragraph (4) of this Code section." 
 
 22-31                          SECTION 23. 
 
 22-32  Said title is further amended by striking in its entirety 
 22-33  Code Section 14-9-1101, relating to fees, and inserting in 
 22-34  lieu thereof the following: 
 
 22-35    "14-9-1101. 
 
 22-36    The Secretary of State shall charge and collect for: 
 
 22-37      (1) Filing a certificate of limited 
 22-38      partnership....................................$  60.00 
 
 
 
 
                                 -22- 
 
 
 
 23- 1      (2) Filing a registration of a foreign 
 23- 2      limited partnership............................  170.00 
 
 23- 3      (3) Filing an annual registration..............   15.00 
 
 23- 4      (4) Agent's statement of resignation...........  No fee 
 
 23- 5      (5) Statement of change of address of 
 23- 6      registered agent or registered office...$5.00 
 23- 7      per limited partnership but not less than......   20.00 
 
 23- 8      (6) Filing of an amendment to a certificate 
 23- 9      of limited partnership for the purpose of 
 23-10      becoming a limited liability partnership.......  100.00 
 
 23-11      (7) Certificate of election to become a 
 23-12      limited partnership.............................   80.00 
 
 23-13      (7)(8) Filing any other document required or 
 23-14      permitted pursuant to this chapter.............   20.00" 
 
 23-15                          SECTION 24. 
 
 23-16  Said title is further amended by inserting immediately 
 23-17  following paragraph (6) of Code Section 14-11-101, relating 
 23-18  to definitions relative to limited liability companies, a 
 23-19  new paragraph to read as follows: 
 
 23-20      "(6.1) 'Electronic transmission' or 'electronically 
 23-21      transmitted' means any process of communication not 
 23-22      directly involving the physical transfer of paper that 
 23-23      is suitable for the retention, retrieval, and 
 23-24      reproduction of information by the recipient." 
 
 23-25                          SECTION 25. 
 
 23-26  Said title is further amended by inserting immediately 
 23-27  following Code Section 14-11-101 a new Code section to read 
 23-28  as follows: 
 
 23-29    "14-11-102. 
 
 23-30    A certificate attached to a copy of a document or 
 23-31    electronic transmission filed by the Secretary of State, 
 23-32    bearing his or her signature, which may be in facsimile, 
 23-33    and the printed or embossed seal of this state or its 
 23-34    electronic equivalent is prima-facie evidence that the 
 23-35    original document has been filed with the Secretary of 
 23-36    State." 
 
 
 
 
 
 
                                 -23- 
 
 
 
 24- 1                          SECTION 26. 
 
 24- 2  Said title is further amended by striking in its entirety 
 24- 3  Code Section 14-11-206, relating to the filing by the 
 24- 4  Secretary of State of certain documents relative to limited 
 24- 5  liability companies, and inserting in lieu thereof the 
 24- 6  following: 
 
 24- 7    "14-11-206. 
 
 24- 8    (a) A signed original and one exact or conformed copy of 
 24- 9    any document required or permitted to be filed pursuant to 
 24-10    this chapter shall be delivered to the Secretary of State; 
 24-11    provided, however, that if the document is electronically 
 24-12    transmitted, the electronic version of such person's name 
 24-13    may be used in lieu of a signature.  Unless the Secretary 
 24-14    of State finds that the document does not conform to the 
 24-15    filing provisions of this chapter, upon receipt of all 
 24-16    filing fees and additional information required by law, he 
 24-17    or she shall: 
 
 24-18      (1) Stamp or otherwise endorse his or her official title 
 24-19      and the date and time of receipt on both the original 
 24-20      and copy; 
 
 24-21      (2) File the original in his or her office; and 
 
 24-22      (3) Return the copy to the person who delivered the 
 24-23      document to the Secretary of State or the person's 
 24-24      representative. 
 
 24-25    (b) If the Secretary of State refuses to file a document, 
 24-26    he or she shall return it to the limited liability company 
 24-27    or its representative within ten days after the document 
 24-28    was delivered, together with a brief written explanation 
 24-29    of the reason for his or her refusal. 
 
 24-30    (c) The Secretary of State's duty to file documents under 
 24-31    this chapter is ministerial. 
 
 24-32    (d) If the Secretary of State finds that any document 
 24-33    delivered for filing does not conform to the filing 
 24-34    provisions of this chapter at the time such document is 
 24-35    delivered to the Secretary of State, such document is 
 24-36    deemed to have been filed at the time of delivery (or such 
 24-37    later time and date as is authorized by paragraph (2) of 
 24-38    subsection (e) or subsection (f) of this Code section) if 
 24-39    the Secretary of State subsequently determines that: 
 
 24-40      (1) The document as delivered so conforms to the filing 
 24-41      provisions of this chapter; or 
 
 
                                 -24- 
 
 
 
 25- 1      (2) Within 30 days after notification of nonconformance 
 25- 2      is given by the Secretary of State to the person who 
 25- 3      delivered the documents for filing or that person's 
 25- 4      representative, the documents are brought into 
 25- 5      conformance. 
 
 25- 6    (e) Except as provided in subsection (d) of this Code 
 25- 7    section, a document accepted for filing is effective: 
 
 25- 8      (1) At the time of filing on the date it is filed, as 
 25- 9      evidenced by the Secretary of State's date and time 
 25-10      endorsement on the original document; or 
 
 25-11      (2) At the time specified in the document as its 
 25-12      effective time on the date it is filed. 
 
 25-13    (f) A document may specify a delayed effective time and 
 25-14    date, and, if it does so, the document shall become 
 25-15    effective at the time and date specified. If a delayed 
 25-16    effective date but no effective time is specified, the 
 25-17    document shall become effective at the close of business 
 25-18    on that date.  A delayed effective date for a document may 
 25-19    not be later than the ninetieth day after the date on 
 25-20    which it is filed. 
 
 25-21    (g) A certificate attached to a copy of a document filed 
 25-22    by the Secretary of State, bearing his or her signature, 
 25-23    which may be in facsimile, and the printed or embossed 
 25-24    seal of this state is prima-facie evidence that the 
 25-25    original document has been filed with the Secretary of 
 25-26    State. 
 
 25-27    (h) Notwithstanding the provisions of this chapter the 
 25-28    Secretary of State may authorize the filing of documents 
 25-29    by electronic transmission, following the provisions of 
 25-30    Chapter 12 of Title 10, the 'Georgia Electronic Records 
 25-31    and Signatures Act,' and the Secretary of State shall be 
 25-32    authorized to promulgate such rules and regulations as are 
 25-33    necessary to implement electronic filing procedures." 
 
 25-34                          SECTION 27. 
 
 25-35  Said title is further amended by striking in its entirety 
 25-36  Code Section 14-11-209, relating to a registered office and 
 25-37  registered agent, and inserting in lieu thereof the 
 25-38  following: 
 
 25-39    "14-11-209. 
 
 25-40    (a) Each limited liability company shall continuously 
 25-41    maintain in this state: 
 
 
                                 -25- 
 
 
 
 26- 1      (1) A registered office which may, but need not, be a 
 26- 2      place of its business in this state; and 
 
 26- 3      (2) A registered agent for service of process on the 
 26- 4      limited liability company.  The address of the business 
 26- 5      office of the registered agent shall be the same as the 
 26- 6      address of the registered office referred to in 
 26- 7      paragraph (1) of this subsection. 
 
 26- 8    (b) A registered agent must be an individual resident of 
 26- 9    this state, a corporation, or a foreign corporation having 
 26-10    a certificate of authority to transact business in this 
 26-11    state. 
 
 26-12    (c) A limited liability company may change its registered 
 26-13    office or its registered agent, or both, by indicating any 
 26-14    such change on filing an amendment to its annual 
 26-15    registration filed pursuant to this chapter or by 
 26-16    delivering to the Secretary of State for filing a 
 26-17    statement setting that sets forth: 
 
 26-18      (1) The name of the limited liability company; 
 
 26-19      (2) The street address and county of its then registered 
 26-20      office; 
 
 26-21      (3) If the address of its registered office is to be 
 26-22      changed, the new street address and county of the 
 26-23      registered office; 
 
 26-24      (4) The name of its then registered agent; and 
 
 26-25      (5) If its registered agent is to be changed, the name 
 26-26      of its successor registered agent. 
 
 26-27    (d) A registered agent of a limited liability company may 
 26-28    resign as such agent by signing and delivering to the 
 26-29    Secretary of State for filing a statement of resignation, 
 26-30    which may include a statement that the registered office 
 26-31    is also discontinued. On or before the date of the filing 
 26-32    of the statement of resignation, the registered agent 
 26-33    shall deliver or mail a written notice of the registered 
 26-34    agent's intention to resign to the limited liability 
 26-35    company at the most recent mailing address of the limited 
 26-36    liability company's principal place of business in this 
 26-37    state listed in the records of the Secretary of State. 
 26-38    The agency appointment is terminated, and the registered 
 26-39    office discontinued if so provided, on the earlier of the 
 26-40    filing of the limited liability company's annual 
 26-41    registration or a statement designating a new registered 
 
 
 
                                 -26- 
 
 
 
 27- 1    agent and registered office if also discontinued or the 
 27- 2    thirty-first day after the date on which the statement of 
 27- 3    resignation was filed. 
 
 27- 4    (e) A registered agent may change the agent's office and 
 27- 5    the address of the registered office of any limited 
 27- 6    liability company of which the agent is the registered 
 27- 7    agent to another place within this state by filing a 
 27- 8    statement, as required in subsection (c) of this Code 
 27- 9    section, setting forth the required information for all 
 27-10    limited liability companies for which he or she is the 
 27-11    registered agent, except that it need be signed only by 
 27-12    the registered agent and need not be responsive to 
 27-13    paragraph (5) of subsection (c) of this Code section and 
 27-14    must recite that a copy of the statement has been mailed 
 27-15    to the limited liability company at the most recent 
 27-16    mailing address of the limited liability company's 
 27-17    principal place of business listed on the records of the 
 27-18    Secretary of State. 
 
 27-19    (f) The registered agent of one or more limited liability 
 27-20    companies may resign and appoint a successor registered 
 27-21    agent by signing and delivering to the Secretary of State 
 27-22    for filing a statement stating that the agent resigns and 
 27-23    the name and street address and county of the office of 
 27-24    the successor registered agent.  There shall be attached 
 27-25    to such statement a statement executed by each affected 
 27-26    limited liability company ratifying and approving such 
 27-27    change of registered agent. Upon such filing, the 
 27-28    successor registered agent shall become the registered 
 27-29    agent of such limited liability companies as have ratified 
 27-30    and approved such substitution, and the successor 
 27-31    registered agent's office, as stated in such statement, 
 27-32    shall become the registered office in this state of each 
 27-33    such limited liability company. The Secretary of State 
 27-34    shall furnish to the successor registered agent a 
 27-35    certified copy of the statement filed pursuant to this 
 27-36    subsection. 
 
 27-37    (g)(f) Whenever a limited liability company shall fail to 
 27-38    appoint or maintain a registered agent in this state or 
 27-39    whenever its registered agent cannot with reasonable 
 27-40    diligence be found at the registered office, then the 
 27-41    Secretary of State shall be an agent of such limited 
 27-42    liability company upon whom any process, notice, or demand 
 27-43    may be served.  Service on the Secretary of State of any 
 27-44    such process, notice, or demand shall be made by 
 
 
 
                                 -27- 
 
 
 
 28- 1    delivering to and leaving with him or her or with any 
 28- 2    other person or persons designated by the Secretary of 
 28- 3    State to receive such service two copies of such process, 
 28- 4    notice, or demand.  The plaintiff or his or her attorney 
 28- 5    shall certify in writing to the Secretary of State that 
 28- 6    the limited liability company failed either to maintain a 
 28- 7    registered office or appoint a registered agent in this 
 28- 8    state and that he or she has forwarded by registered or 
 28- 9    certified mail such process, notice, or demand to the most 
 28-10    recent registered office listed on the records of the 
 28-11    Secretary of State and that service cannot be effected at 
 28-12    such office. 
 
 28-13    (h)(g) The Secretary of State shall keep a record of all 
 28-14    processes, notices, and demands served upon him or her 
 28-15    under this Code section and shall record therein the time 
 28-16    of such service and his or her action with reference 
 28-17    thereto. 
 
 28-18    (i)(h) This Code section does not prescribe the only 
 28-19    means, or necessarily the required means, of serving any 
 28-20    process, notice, or demand required or permitted by law to 
 28-21    be served on a limited liability company." 
 
 28-22                          SECTION 28. 
 
 28-23  Said title is further amended by striking in its entirety 
 28-24  Code Section 14-11-603, relating to the judicial and 
 28-25  administrative dissolution of limited liability companies, 
 28-26  and inserting in lieu thereof the following: 
 
 28-27    "14-11-603. 
 
 28-28    (a) On application by or for a member, the court may 
 28-29    decree dissolution of a limited liability company whenever 
 28-30    it is not reasonably practicable to carry on the business 
 28-31    in conformity with the articles of organization or a 
 28-32    written operating agreement.  A certified copy of any such 
 28-33    decree shall be delivered to the Secretary of State, who 
 28-34    shall file it. 
 
 28-35      (b)(1) The Secretary of State may commence a proceeding 
 28-36      under this subsection to dissolve a limited liability 
 28-37      company administratively if: 
 
 28-38        (A) The limited liability company does not deliver its 
 28-39        annual registration to the Secretary of State, 
 28-40        together with all required fees and penalties, within 
 28-41        60 days after it is due; 
 
 
 
                                 -28- 
 
 
 
 29- 1        (B) The limited liability company is without a 
 29- 2        registered agent or registered office in this state 
 29- 3        for 60 days or more; or 
 
 29- 4        (C) The limited liability company does not notify the 
 29- 5        Secretary of State within 60 days that its registered 
 29- 6        agent or registered office has been changed, that its 
 29- 7        registered agent has resigned, or that its registered 
 29- 8        office has been discontinued; or 
 
 29- 9        (D) The limited liability company pays a fee as 
 29-10        required to be collected by the Secretary of State by 
 29-11        a check or some other form of payment which is 
 29-12        dishonored and the limited liability company or its 
 29-13        agent does not submit payment for said dishonored 
 29-14        payment within 60 days from notice of nonpayment 
 29-15        issued by the Secretary of State. 
 
 29-16      (2) If the Secretary of State determines that one or 
 29-17      more grounds exist under this subsection for dissolving 
 29-18      a limited liability company, he or she shall provide the 
 29-19      limited liability company with written notice of his or 
 29-20      her determination by mailing a copy of the notice, 
 29-21      first-class mail, to the limited liability company at 
 29-22      the last known address of its principal office or to the 
 29-23      registered agent. If the limited liability company does 
 29-24      not correct each ground for dissolution or demonstrate 
 29-25      to the reasonable satisfaction of the Secretary of State 
 29-26      that each ground determined by the Secretary of State 
 29-27      does not exist within 60 days after notice is provided 
 29-28      to the limited liability company, the Secretary of State 
 29-29      shall administratively dissolve the limited liability 
 29-30      company by signing a certificate of dissolution that 
 29-31      recites the ground or grounds for dissolution and its 
 29-32      effective date. The Secretary of State shall file the 
 29-33      original of the certificate. 
 
 29-34      (3) A limited liability company administratively 
 29-35      dissolved continues its existence but may not carry on 
 29-36      any business except that necessary to wind up and 
 29-37      liquidate its business and affairs. Winding up the 
 29-38      business of a limited liability company administratively 
 29-39      dissolved may include, without limitation, the limited 
 29-40      liability company proceeding, at any time after the 
 29-41      effective date of the administrative dissolution, in 
 29-42      accordance with Code Sections 14-11-607 and 14-11-608. 
 29-43      The administrative dissolution of a limited liability 
 
 
 
                                 -29- 
 
 
 
 30- 1      company does not terminate the authority of its 
 30- 2      registered agent. 
 
 30- 3      (4) A limited liability company administratively 
 30- 4      dissolved under this Code section may apply to the 
 30- 5      Secretary of State for reinstatement within five years 
 30- 6      after the effective date of dissolution. The application 
 30- 7      must: 
 
 30- 8        (A) Recite the name of the limited liability company 
 30- 9        and the effective date of its administrative 
 30-10        dissolution; 
 
 30-11        (B) State that the ground or grounds for dissolution 
 30-12        either did not exist or have been eliminated; 
 
 30-13        (C) State that the limited liability company's name 
 30-14        satisfies the requirements of Code Section 14-11-207; 
 
 30-15        (D) Contain a statement by the limited liability 
 30-16        company reciting that all taxes owed by the limited 
 30-17        liability company have been paid; and 
 
 30-18        (E) Be accompanied by an amount equal to the total 
 30-19        annual registration fees and penalties that would have 
 30-20        been payable during the periods between dissolution 
 30-21        and reinstatement, plus the fee required for the 
 30-22        application for reinstatement, and any other fees and 
 30-23        penalties payable for earlier periods. 
 
 30-24      If the Secretary of State determines that the 
 30-25      application contains the information required by this 
 30-26      paragraph and that the information is correct, he or she 
 30-27      shall prepare a certificate of reinstatement that 
 30-28      recites his or her determination and the  effective date 
 30-29      of reinstatement, file the original of the certificate, 
 30-30      and serve a copy on the limited liability company.  When 
 30-31      the reinstatement is effective, it relates back to and 
 30-32      takes effect as of the effective date of the 
 30-33      administrative dissolution and the limited liability 
 30-34      company resumes carrying on its business as if the 
 30-35      administrative dissolution had never occurred. 
 
 30-36      (5) If the Secretary of State denies a limited liability 
 30-37      company's application for reinstatement following 
 30-38      administrative dissolution, he or she shall serve the 
 30-39      limited liability company with a written notice that 
 30-40      explains the reason or reasons for denial. The limited 
 30-41      liability company may appeal the denial of reinstatement 
 30-42      to the superior court of the county where the limited 
 
 
                                 -30- 
 
 
 
 31- 1      liability company's registered office is or was located 
 31- 2      within 30 days after service of the notice of denial is 
 31- 3      perfected.  The limited liability company appeals by 
 31- 4      petitioning the court to set aside the dissolution and 
 31- 5      attaching to the petition copies of the Secretary of 
 31- 6      State's certificate of dissolution, the limited 
 31- 7      liability company's application for reinstatement, and 
 31- 8      the Secretary of State's notice of denial. The court's 
 31- 9      final decision may be appealed as in other civil 
 31-10      proceedings." 
 
 31-11                          SECTION 29. 
 
 31-12  Said title is further amended by striking in its entirety 
 31-13  Code Section 14-11-610, relating to certificates of 
 31-14  termination, and inserting in lieu thereof the following: 
 
 31-15    "14-11-610. 
 
 31-16    A dissolved limited liability company may shall deliver to 
 31-17    the Secretary of State for filing a certificate of 
 31-18    termination when the statements required to be included 
 31-19    therein can be truthfully made.  Such a certificate of 
 31-20    termination shall set forth: 
 
 31-21      (1) The name of the limited liability company; 
 
 31-22      (2) That all known debts, liabilities, and obligations 
 31-23      of the limited liability company have been paid, 
 31-24      discharged, or barred or that adequate provision has 
 31-25      been made therefor; and 
 
 31-26      (3) That there are no actions pending against the 
 31-27      limited liability company in any court, or that adequate 
 31-28      provision has been made for the satisfaction of any 
 31-29      judgment, order, or decree that may be entered against 
 31-30      it in any pending action." 
 
 31-31                          SECTION 30. 
 
 31-32  Said title is further amended by striking in its entirety 
 31-33  Code Section 14-11-1101, relating to filing fees and 
 31-34  penalties, and inserting in lieu thereof the following: 
 
 31-35    "14-11-1101. 
 
 31-36    (a) The Secretary of State shall collect the following 
 31-37    fees when the documents described below are delivered to 
 31-38    the Secretary of State for filing pursuant to this 
 31-39    chapter: 
 
 
 
 
                                 -31- 
 
 
 
 
 
 32- 1      (1) Articles of organization....................$  75.00 
 
 32- 2      (2) Articles of amendment.......................   20.00 
 
 32- 3      (3) Articles of merger....................  250.00 20.00 
 
 32- 4      (4) Certificate of election under Code Section 
 32- 5      14-11-212 (together with articles of 
 32- 6      organization)...................................   95.00 
 
 32- 7      (5) Application for certificate of authority 
 32- 8      to transact business............................  200.00 
 
 32- 9      (6) Statement of commencement of winding up.....   20.00 
 
 32-10      (7) Certificate of termination..................   20.00 
 
 32-11      (8) Articles of correction......................   20.00 
 
 32-12      (9) Application for reservation of a name.......  No fee 
 
 32-13      (10) Statement of change of registered office 
 32-14      or registered agent...$5.00 per limited 
 32-15      liability company (foreign or domestic), but 
 32-16      not less than...................................   20.00 
 
 32-17      (11) Registered agent's statement of 
 32-18      resignation pursuant to subsection (d) of Code 
 32-19      Section 14-11-209 or subsection (d) of Code 
 32-20      Section 14-11-703...............................  No fee 
 
 32-21      (12) Certificate of judicial dissolution........  No fee 
 
 32-22      (13) Annual registration (foreign or domestic)..   25.00 
 
 32-23      (14) Reinstatement fee..........................  100.00 
 
 32-24      (15) Any other document required or permitted 
 32-25      to be filed by this chapter.....................   20.00 
 
 32-26    (b) The Secretary of State shall collect the penalty 
 32-27    provided for in paragraph (2) of subsection (c) of Code 
 32-28    Section 14-11-711." 
 
 32-29                          SECTION 31. 
 
 32-30  All laws and parts of laws in conflict with this Act are 
 32-31  repealed. 
 
 
 
 
 
 
 
                                 -32- 

Clerk of the House
Robert E. Rivers, Jr., Clerk
Last Updated on 03/30/99