2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 6 - Shares and Distributions
Part 2 - Issuance of Shares
§ 14-2-623. Share Dividends
- Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
- Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
- The articles of incorporation so authorize;
- A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
- There are no outstanding shares of the class or series to be issued.
- If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
- If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.
(Code 1981, §14-2-623, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1997, p. 1165, § 2.)
Law reviews.- For article discussing the payment of dividends to shareholders, see 3 Ga. L. Rev. 11 (1968). For article discussing "earned" surplus and "capital" surplus concepts under Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article discussing the statute of limitations applicable to shareholders' rights to unclaimed dividends and distributions, see 3 Ga. L. Rev. 11 (1968). For article discussing treasury shares and restrictions placed upon their use by the corporation, see 3 Ga. L. Rev. 11 (1968). For note discussing effect of Georgia law on dividend restrictions, see 24 Ga. B. J. 254 (1961).
RESEARCH REFERENCES
Am. Jur. 2d.
- 18B Am. Jur. 2d, Corporations, § 976 et seq.
C.J.S.- 18 C.J.S., Corporations, §§ 192, 215, 361, 364 et seq.
ALR.
- Income tax in relation to stock dividends (including character of corporate distributions as stock dividends), 143 A.L.R. 230; 144 A.L.R. 1337; 167 A.L.R. 554.
Modern status of rules governing allocation of stock dividends or splits between principal and income, 81 A.L.R.3d 876.
