Powers of Attorney General Over Unlawful Assignment of Corporate Assets; Dissolution of Corporation; Investigative and Subpoena Powers

1. Law
2. Georgia Code
3. Corporations, Partnerships, and Associations
4. Nonprofit Corporations
5. General Provisions
6. Powers of Attorney General
7. Powers of Attorney General Over Unlawful Assignment of Corporate Assets; Dissolution of Corporation; Investigative and Subpoena Powers

1. The Attorney General may petition the superior court:
   1. To enjoin the proposed unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness;
   2. To set aside the unlawful conveyance, transfer, or assignment of assets of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 in situations in which the transferee knew of its unlawfulness;
   3. To dissolve a corporation that:
      1. Obtained its articles of incorporation through fraud; or
      2. Has continued to exceed or abuse the authority conferred upon it by law; or
   4. To compel accounting and restitution or other appropriate relief for violation of Code Sections 14-3-830, 14-3-842, 14-3-860 through 14-3-864, or 14-3-1301.
2. In connection with any such proceeding or proposed proceeding, the Attorney General shall have the same power to investigate and issue subpoenas as he or she has with respect to investigations authorized under Code Section 45-15-17.

(Code 1981, §14-3-170, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 66 Am. Jur. 2d, Religious Societies, § 51.

C.J.S.

- 19 C.J.S., Corporations, § 889 et seq.

ALR.

- Necessity and sufficiency of legislative authority for consolidation or merger of religious bodies, 50 A.L.R. 118.

PART 7 RELIGIOUS CORPORATIONS DOCTRINE

14-3-180. Construction of chapter when religious doctrine inconsistent.

If religious doctrine governing the affairs of a corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both.

(Code 1981, §14-3-180, enacted by Ga. L. 1991, p. 465, § 1.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 1991, "Constitution" was substituted for "constitution" preceding "of this state".

COMMENT

This section is taken from the Model Act. In the absence of this section, some provisions of this Code might, if applied to religious corporations, conflict with the United States Constitution or the Constitution of the State of Georgia.

JUDICIAL DECISIONS

Jurisdiction over church property dispute.

- The First Amendment did not prohibit appellate jurisdiction over an action by church members against a pastor and church seeking dissolution of the church, appointment of a receiver, an injunction against the defendant's disposing of corporate assets, and proper disposition of the assets; the dispute was capable of resolution by reference to neutral principles of law, i.e., applicable provisions of the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101 et seq., without infringing upon any First Amendment values. Crocker v. Stevens, 210 Ga. App. 231, 435 S.E.2d 690 (1993), cert. denied, 511 U.S. 1053, 114 S. Ct. 1613, 128 L. Ed. 2d 340 (1994).

Inspection of church's financial records.

- The court had subject matter jurisdiction of an action by a church trustee against a former pastor and the pastor's administrative assistant to obtain information and documents on the financial operations of the church. Greer v. Davis, 244 Ga. App. 317, 534 S.E.2d 853 (2000).

Order of the court requiring a former pastor and the pastor's administrative assistant to provide a complete financial accounting and return church property in their possession was not inconsistent with the church's religious freedom to determine its own governmental rules and regulations. Greer v. Davis, 244 Ga. App. 317, 534 S.E.2d 853 (2000).

Trial court's order that a church call for an annual meeting of its membership in accordance with the provisions of O.C.G.A. § 14-3-701 constituted an unconstitutional judicial interference in the government of the church. First Born Church of Living God, Inc. v. Hill, 267 Ga. 633, 481 S.E.2d 221 (1997).

Construction with O.C.G.A. § 14-3-101. - Georgia Nonprofit Corporate Code, O.C.G.A. § 14-3-101 et seq., can be used to resolve certain controversies involving religious institutions, under O.C.G.A. §§ 14-3-180 and14-5-40 et seq. Waverly Hall Baptist Church, Inc. v. Branham, 276 Ga. App. 818, 625 S.E.2d 23 (2005).

ARTICLE 2 INCORPORATION

Download our app to see the most-to-date content.