2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 2 - Incorporation
§ 14-2-204. Liability for Preincorporation Transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
(Code 1981, §14-2-204, enacted by Ga. L. 1988, p. 1070, § 1.)
Law reviews.- For article discussing liability of corporate directors, officers, and shareholders under the Georgia Business Corporation Code, and as affected by provisions of the Georgia Civil Practice Act, see 7 Ga. St. B. J. 277 (1971). For survey article on business associations, see 34 Mercer L. Rev. 13 (1982). For survey article discussing developments in law of business associations for the period from June 1, 1998 through May 31, 1999, see 51 Mercer L. Rev. 127 (1999). For comment, "An Empirical Study of Defective Incorporation," see 39 Emory L.J. 523 (1990).
RESEARCH REFERENCES
Am. Jur. 2d.
- 18 Am. Jur. 2d, Corporations, § 119 et seq.
ALR.
- Liability of corporation on contracts of promoters, 17 A.L.R. 452; 49 A.L.R. 673; 123 A.L.R. 726.
Personal liability of person doing business in the name of a dormant corporation, 18 A.L.R. 282.
Signing articles of incorporation as rendering one liable on contracts entered into prior to conclusion of incorporation, 44 A.L.R. 776.
Stockholder's personal conduct of operations or management of assets as factor justifying disregard of corporate entity, 46 A.L.R.3d 428.
