(Effective January 1, 2021.) Shareholder Approval for Corporate Action

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Business Corporations
5. Benefit Corporations
6. (Effective January 1, 2021.) Shareholder Approval for Corporate Action

1. In addition to any other requirements provided for under this chapter, without approval by the shareholders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote, a corporation that is not a benefit corporation shall not take any of the following actions:
   1. Amend its articles of incorporation to include a public benefit provision;
   2. Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity; or
   3. Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202, or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the corporation would own shares or interests in a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity in lieu of all or any part of their shares of the corporation.
2. In addition to any other requirements provided for under this chapter, without approval by the shareholders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote, a benefit corporation shall not take any of the following actions:
   1. Amend its articles of incorporation to delete or substantively modify its public benefit provision;
   2. Transfer property as described in paragraph (3) of subsection (b) of Code Section 14-2-1201 if the transferee is not a domestic or foreign benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision; or
   3. Engage in any transaction or series of transactions subject to Part 1 of Article 11 of this chapter, Code Section 14-2-1202, or Part 1 of Article 14 of this chapter if, as a result of such transaction or series of transactions, the shareholders of the benefit corporation would own, in lieu of all or any part of their shares of the benefit corporation, shares or interests in a domestic or foreign corporation or other entity that is not a benefit corporation, social purpose corporation incorporated under a law other than the law of this state, or substantially similar entity with a public benefit provision in its articles of incorporation that is substantially similar to the benefit corporation's public benefit provision.

(Code 1981, §14-2-1805, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)

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