Petition for Change of Name, Principal Office, Capital Stock, or Number of Directors

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Secretary of State Corporations
  5. Change of Name, Capital Stock, Place of Business, or Number of Directors
  6. Petition for Change of Name, Principal Office, Capital Stock, or Number of Directors

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  1. Any railroad, insurance, express, telegraph, canal, or navigation company, whether incorporated by special Act of the General Assembly or by the Secretary of State under the general law, may have its corporate name, its principal office, the face value of each share of its capital stock, the number of its board of directors, or the amount of its capital stock changed by filing a petition in the office of the Secretary of State. The petition shall be signed with the corporate name and shall state the name and character of the corporation, the date of its original charter and all amendments thereto, and the fact that it desires an amendment to its charter changing its corporate name, its principal office, and the face value of each share of its capital stock, the number of its board of directors, or the amount of any or all of its capital stock, as the case may be.
  2. Such company shall file with the petition a certified abstract from the minutes of the board of directors showing that the petition for the proposed amendment has been authorized by the affirmative vote of the holders of a majority of the capital stock entitled by the terms of the company's charter to vote thereon at a meeting of the stockholders called by resolution of the board of directors for the purpose of voting on the amendment; provided, however, if the petition is to change the principal office of the company, the certified abstract from the minutes shall show that the amendment was authorized by the affirmative vote of the holders of two-thirds of the capital stock of the company. The certified abstract from the minutes shall show also that notice of such meeting was mailed to each stockholder or, in the case of death, to his legal representatives or heirs at law and addressed to his last known residence at least ten days prior to the day of the meeting.
  3. An affidavit made and signed in due form of law by the president or secretary of the company shall be attached to said petition, which affidavit shows that the petition has been published once a week for four weeks in that newspaper in which are published the sheriff's sales of the county in which the principal office of the company is located.

(Ga. L. 1895, p. 52, § 1; Civil Code 1895, § 1844; Ga. L. 1897, p. 26, §§ 1, 2; Ga. L. 1907, p. 55, § 1; Civil Code 1910, § 2201; Ga. L. 1913, p. 49, § 1; Ga. L. 1925, p. 91, § 1; Code 1933, §§ 22-510, 22-511, 22-513, 22-514; Code 1933, §§ 22-4311, 22-4312, 22-4313, 22-4314, enacted by Ga. L. 1968, p. 565, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 173, 233, 250 et seq., 359.

C.J.S.

- 18 C.J.S., Corporations, §§ 139, 140, 242, 243.


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