Georgia Law Review, Vol. 3, No. 1 (Fall 1968), pp. 11-53


This Article will review the financial provisions of the new Georgia Business Corporation Code (B.C.C.), which will become effective April 1, 1969. On that date, the Code will automatically apply to virtually all existing domestic business corporations, other than banks, trust companies, railroads, and the several other types of corporations which obtain their charters from the Secretary of State. Existing domestic insurance companies will be subject to the B.C.C. to the same extent as they are now subject to the present general corporation law. The financial provisions of the B.C.C. are found primarily in Chapter 22.5, entitled "Corporate Finance." Key financial and accounting terms are defined in section 22-102. Shareholders preemptive rights and the liability of subscribers and shareholders to pay full consideration for shares are covered in Chapter 22-6. Liabilities of directors and officers are set forth in Chapter 22-7, along with provisions relating to contracts of interested directors and officers and to the indemnification of corporate personnel. Amendments, mergers, and transfers of assets(including the creation of liens and security interests) are covered in Chapters 22-9, 22-10, and 22-11, respectively. The appraisal remedy of dissenting shareholders is set forth in Chapter 22-12. Dissolution, both voluntary and involuntary, is treated in Chapter 22-13. This article will focus mainly on Chapter 22-5.