The law regarding corporations prescribes that a corporation can be incorporated in the state of Georgia to serve any lawful purpose. In the state of Georgia, a corporation has all the powers of a natural person for carrying out its business activities. The Georgia Corporations Division serves as an administrative filing agency that provides permissions for corporations. The corporation can sue and be sued in its corporate name. It has perpetual succession. The corporation can buy, sell or otherwise acquire an interest in a real or personal property. It can conduct business, carry on operations, and have offices and exercise the powers in a state, territory or district in possession of the United States, or in a foreign country. It can appoint officers and agents of the corporation for various duties and fix their compensation.
A corporation is formed by one or more natural persons by executing and filing articles of incorporation with the Secretary of State. The initial directors named in the articles of incorporation should sign and acknowledge the articles of incorporation. The names and addresses of the initial directors and purpose of incorporation should be set forth in the articles of incorporation. The articles of incorporation should contain the exact corporate name, the number of shares and class of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, name and addresses of incorporators, and principal office address and mailing address. The articles of a corporation can be amended by filing Articles of Amendment to Secretary of State.
The name of a corporation should not be deceptively similar to the name of another corporation incorporated in the same state. It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state.
The directors should conduct an organizational meeting soon after the incorporation. The meeting should provide for creation of bylaws, and appointment of staff. The organizational meeting can be held in or out of the state.
Bylaws lay down internal rules and procedures for the corporation’s business. A corporation maintains its bylaws at its principal executive office. It is not required to file the bylaws with the government. It deals with issues such as the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function. The board of directors can adopt, repeal or amend the bylaws of the corporation except otherwise provided by the articles of incorporation. However, if the articles of incorporation reserve the rights to repeal or amend the bylaws to the shareholders, the board of directors cannot take a decision exclusively. Even if the bylaws are amendable or could be repealed by the board of directors, the share holders can amend or repeal the bylaws.
The board of directors shall exercise all corporate powers under the authority of the corporation. The members of board directors must be above 18 years. The bye laws of the corporation describe the officers of the corporation. The same member can hold more than one office such as President can occupy the designation of Secretary of the corporation. All the affairs of the corporation shall be managed by the board of directors. The articles of incorporation can set forth the limitations for the powers of directors.
It is mandatory that every corporation should file its annual report between January 1 and April 1 with the Secretary of State of Georgia. If a corporation fails to file its annual report registration, it becomes administratively dissolved. The administrative dissolution can be rectified by reinstating the application with $100 fee.
Every year, a meeting of the shareholders needs to be held by the corporation at a time stated or fixed by the bylaws. The meeting may be held in or out of the state in accordance to the bylaws. If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office.