2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 15 - Foreign Corporations
Part 4 - Domestication Under Prior Law
§ 14-3-1540. Applicability of Chapter to Foreign Corporations Domesticated Under Prior Law

1. A foreign corporation which prior to April 1, 1969, has domesticated in this state under the procedure available prior to that date and which is a domesticated foreign corporation on that date shall have perpetual duration as a domesticated foreign corporation of this state unless its existence is terminated in its jurisdiction of incorporation or its domesticated status is dissolved in accordance with the provisions of this chapter relating to involuntary dissolution or until such time as it withdraws from this state in the manner provided in this chapter.Such domesticated foreign corporations and the members thereof shall have all the rights, privileges, and immunities and be subject to all the duties, liabilities, and disabilities applicable to similar corporations organized under the laws of this state and applicable to the members thereof, except as may be provided with respect to such domesticated foreign corporations by any of the laws of this state existing on April 1, 1969, or coming into existence thereafter.
2. Whenever the term "foreign corporation authorized to transact business in this state" is used in this chapter, it shall be deemed to include domesticated foreign corporations, except where the context or this chapter otherwise requires.

(Code 1981, §14-3-1540, enacted by Ga. L. 1991, p. 465, § 1.)

RESEARCH REFERENCES

ALR.

- Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.

ARTICLE 16 RECORDS AND REPORTS

JUDICIAL DECISIONS

- In light of the similarity of the statutory provisions, annotations decided under former Code 1933, § 22-2612, are included in the annotations for this Code section.

Requirement of proper purpose and reasonable time serve as safeguards against abuse of inspection right. Smith v. Conley, 158 Ga. App. 191, 279 S.E.2d 491 (1981) (decided under former Code 1933, § 22-2612).

- Element of proper purpose for inspection was satisfied for documents sought in order to determine (1) whether proper records were being kept, (2) performance of management, and (3) condition of company. Smith v. Conley, 158 Ga. App. 191, 279 S.E.2d 491 (1981) (decided under former Code 1933, § 22-2612).

- Standing alone, fact that members of nonprofit corporation had exercised their statutory right to inspect books at some time within a one-year period does not amount to evidence of improper purpose. Smith v. Conley, 158 Ga. App. 191, 279 S.E.2d 491 (1981) (decided under former Code 1933, § 22-2612).

Cited in Smooth Ashlar Grand Lodge v. Odom, 136 Ga. App. 812, 222 S.E.2d 614 (1975); Smith v. Conley, 158 Ga. App. 191, 279 S.E.2d 491 (1981).

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 272 et seq. 18B Am. Jur. 2d, Corporations, §§ 1479, 1512.

- 7 C.J.S., Associations, § 4. 18 C.J.S., Corporations, § 150 et seq., 409 et seq. 19 C.J.S., Corporations, §§ 594, 595.

- Stockholder's or officer's right to inspect books and records of corporation, 174 A.L.R. 262.

Purposes for which stockholder or officer may exercise right to examine corporate books and records, 15 A.L.R.2d 11.

Attorneys' fees and other expenses incident to controversy respecting internal affairs of corporation as charge against the corporation, 39 A.L.R.2d 580.

Right of stockholder to have corporate books inspected by attorney, accountant, or other agent without stockholder's presence, 48 A.L.R.3d 1072.

What corporate documents are subject to shareholder's right to inspection, 88 A.L.R.3d 663.