2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 9 - Close Corporations
Part 5 - Judicial Supervision
§ 14-2-940. Court Action to Protect Shareholders

Universal Citation: GA Code § 14-2-940 (2021)
  1. Subject to satisfying the conditions of subsections (c) and (d) of this Code section, a shareholder of a statutory close corporation may petition the superior court for any of the relief described in Code Section 14-2-941, 14-2-942, or 14-2-943 if:
    1. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;
    2. The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
    3. There exists one or more grounds for judicial dissolution of the corporation under Code Section 14-2-1430.
  2. A shareholder must commence a proceeding under subsection (a) of this Code section in the superior court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
  3. If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this Code section with respect to the matters until he has exhausted the nonjudicial remedy.
  4. If a shareholder has dissenters' rights under this article or Article 13 of this chapter with respect to proposed corporate action, he must commence a proceeding under this Code section before he is required to give notice of his intent to demand payment under Code Section 14-2-1321 or to demand payment under Code Section 14-2-1323 or the proceeding is barred.
  5. Except as provided in subsections (c) and (d) of this Code section, a shareholder's right to commence a proceeding under this Code section and the remedies available under Code Sections 14-2-941 through 14-2-943 are in addition to any other right or remedy he may have.

(Code 1981, §14-2-940, enacted by Ga. L. 1988, p. 1070, § 1.)

Law reviews.

- For article, "The Development of the Shareholder's Direct Action Damage Remedy," see 28 Ga. St. B. J. 195 (1992).



- Inherent power of equity, at instance of a stockholder, to appoint receiver for, or to wind up, a solvent, going corporation, on ground of fraud, mismanagement, or dissensions, 61 A.L.R. 1212; 91 A.L.R. 665.

Arbitration of disputes within close corporation, 64 A.L.R.2d 643.

What amounts to "oppressive conduct" under statute authorizing dissolution of corporation at suit of minority stockholder, 56 A.L.R.3d 358.

Relief other than dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.

Use of marketability discount in valuing closely held corporation or its stock, 16 A.L.R.6th 693.

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