2017 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 4 - Secretary of State Corporations
Article 6 - Amendment of Charter
§ 14-4-105. Amendments of charter and changes in capitalization of railroad companies undergoing reorganization in bankruptcy proceedings
- (a) Notwithstanding any other laws of this state applicable to amendments of charters or certificates of incorporation of railroad companies incorporated under the laws of this state or to changes in the capitalizations thereof or to the issuance of capital stock, bonds, or other securities thereby, in cases in which a plan of reorganization of any such railroad company pursuant to Title 11, U.S.C., the act of Congress of July 1, 1898, entitled "An Act to establish a uniform system of bankruptcy throughout the United States," as amended, or the Bankruptcy Reform Act of 1978 (either of which federal acts is referred to in this chapter as the "National Bankruptcy Act") has been confirmed by decree or order of a court of competent jurisdiction, the reorganization managers or committee designated in the plan of reorganization to consummate the same, or such other person or persons as may be so authorized by the court or judge in such reorganization proceedings, shall have full power and authority to adopt such amendments of the charter or certificate of incorporation of such railroad company, to make such changes in its authorized capitalization, and to issue such capital stock, bonds, and other securities as may be necessary and proper to put into effect and carry out such plan of reorganization and the decrees and orders of the court relative thereto without action by the directors or stockholders of such railroad company.
- (b) After the adoption of such amendments of the charter or certificate of incorporation of such railroad company and the making of such changes in its authorized capitalization, a petition executed, acknowledged, and sworn to by such reorganization managers or committee, or such other person or persons so authorized by the court or judge to adopt such amendments and make such changes in capitalization, shall be filed in the office of the Secretary of State. Such petition shall show:
- (1) The name and character of the company and, if the name has been changed, the name under which it previously existed;
- (2) The dates of the original Act of incorporation, charter, or certificate of incorporation and of all amendments thereto;
- (3) The amendments adopted;
- (4) The new authorized capitalization of such company;
- (5) The amount of capital stock, bonds, and other securities to be issued; and
- (6) The fact that such amendments, new capitalization, and issuance of capital stock, bonds, and other securities were authorized by the plan of reorganization or in decrees or orders of the court relative thereto and that the plan has been confirmed under Title 11, U.S.C., the National Bankruptcy Act, with the title and venue of the proceeding and the date when the decree or order confirming the plan was made.
- (c) Upon the filing of such petition in the office of the Secretary of State and the payment to him of a fee of $25.00, to be paid by him into the state treasury, the Secretary of State shall issue an appropriate certificate of change in the form prescribed in Code Section 14-4-121. Any such reorganized railroad company shall not be precluded from thereafter further amending its charter or certificate of incorporation or changing its capitalization or issuing capital stock, bonds, or other securities in the manner otherwise provided by law.
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