Articles of Incorporation

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Nonprofit Corporations
  5. Incorporation
  6. Articles of Incorporation

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  1. The articles of incorporation must set forth:
    1. A corporate name for the corporation that satisfies the requirements of Code Section 14-3-401;
    2. The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office;
    3. The name and address of each incorporator;
    4. Whether or not the corporation will have members;
    5. The mailing address of the initial principal office of the corporation, if different from the initial registered office; and
    6. A statement that the corporation is organized pursuant to the Georgia Nonprofit Corporation Code.
  2. The articles of incorporation may set forth:
    1. The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
    2. The names and addresses of the individuals who are to serve as the initial directors;
    3. Provisions not inconsistent with law regarding:
      1. Managing and regulating the affairs of the corporation;
      2. Defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); and
      3. The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
    4. A provision eliminating or limiting the liability of a director to the corporation or its members for monetary damages for any action taken, or any failure to take any action, as a director, except liability:
      1. For any appropriation, in violation of his or her duties, of any business opportunity of the corporation;
      2. For acts or omissions which involve intentional misconduct or a knowing violation of law;
      3. For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or
      4. For any transaction from which the director received an improper personal benefit,

        provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective;

    5. Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
    6. Provisions not inconsistent with law regarding the distribution of assets on dissolution.
  3. One or more incorporators named in the articles must sign the articles unless the filing is being signed by an attorney in fact.
  4. The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(Code 1981, §14-3-202, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1997, p. 1165, § 13; Ga. L. 1999, p. 405, § 18.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 165 et seq.

C.J.S.

- 7 C.J.S., Associations, § 6. 18 C.J.S., Corporations, §§ 56 et seq. 77 C.J.S., Religious Societies, § 15, 16.

ALR.

- Conclusiveness of charter as regards character, kind, or purposes of corporation, 119 A.L.R. 1012.

Provisions of articles or bylaws of nonprofit corporation or association formed by business competitors whereby the amount of dues of respective members varies according to amount of business done by them, as contrary to public policy, 161 A.L.R. 795.


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