The Act requires demand on the corporation for a shareholder derivative action. The standard of care required for indemnification of a director is changed from a subjective standard to an objective reasonableness standard. In order to be entitled to mandatory indemnification, a director must be wholly successful in his or
The Act allows for formation of limited liability partnerships in Georgia. A partner in a limited liability partnership will not be derivatively liable for the acts or omissions of a partner or the acts or omissions of the limited liability partnership. The Act requires a partnership that desires limited liability
The Act provides guidelines for foreign limited liability partnerships transacting business in Georgia. The Act mandates certification with the Secretary of State as a means for providing service of process on foreign limited liability partnerships. Once a certificate is issued, a foreign limited liability partnership is authorized to transact business
The Act consists primarily of technical revisions to existing law, but includes several changes which are of general interest. The amended statute now allows a written facsimile or other copy of a proxy in place of the original, gives chief executive officers (CEOs) the authority to take all actions not
The Act provides for the formation of limited liability companies. These hybrid companies enjoy the tax benefits of partnerships and the limited liability advantages of corporations. The Act further regulates various aspects of limited liability companies, such as their formation, management, finance, admission and withdrawal of members, dissolution, merger, derivative
The Act clarifies the law relating to the validity of granting a conditional power of attorney. Such grants are valid if they are made in writing and if they provide for one or more persons, as designated by the principle, to determine by written declaration that the event or contingency
The Act introduces minor revisions and additions to Georgia's Uniform Partnership Act (UPA). The contents of statements of partnership are expanded to include information regarding the admission of new partners, and the Act provides that any such inclusion creates a conclusive presumption that an admittee so named is
The Act amends the limitations on names available to limited partnerships, provides for the merger of a limited partnership with a corporation, permits a general partner to maintain the confidentiality of reasonable trade secrets, provides for interim redemption of partnership interests, and alters public notice requirements as they affect the
The Act amends the Georgia Securities Act of 1973 to provide for the regulation of the investment advisory industry by requiring the registration of investment advisers and investment adviser representatives. The Act further provides for examinations; registration and renewal fees; the refusal, denial, and revocation of registration; bonds; the keeping
HB 1272 completely revises the Georgia Business Corporation Code. The new Code is based to a significant extent upon the 1984 Revised Model Business Corporation Act developed by the American Bar Association. HB 1444 creates a state-wide computerized network, providing local public access to any information filed with the Secretary
The Act adds to the Georgia Corporation Code three sections which provide Georgia corporations with protection against hostile takeovers. The prohibitions of the Act freeze-out any type of business combination with interested shareholders unless either ninety percent of the outstanding voting shares are purchased or the Board of Directors approves
The Act extensively revises Georgia law relating to limited partnerships. The Act provides for definitions and sets forth procedures relating to the execution, amendment, and cancellation of certificates of authority of both domestic and foreign limited partnerships. The Act provides for powers and potential liability of general and limited partners.
HB 209 establishes a standard of care for corporate directors and officers in the performance of their duties; permits indemnification in certain instances for directors, officers, agents, and employees who are made a party to or threatened with litigation arising out of their activities for the corporation; permits inclusion in
