Execution and Contents of Application for Charter

  1. Law
  2. Georgia Code
  3. Insurance
  4. Domestic Stock and Mutual Insurers
  5. General Provisions
  6. Execution and Contents of Application for Charter

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  1. Five or more individuals of the age of 18 years or more of good moral character who have not been convicted of any crime involving moral turpitude may incorporate a stock insurer; ten or more such individuals may incorporate a mutual insurer. Not less than two-thirds of the incorporators shall be citizens of the United States and residents of this state.
  2. The application for charter shall be signed by the persons applying for the charter and shall state:
    1. The name of the corporation;
    2. That the corporation shall have perpetual duration, unless otherwise limited in the application for charter. Each domestic stock and mutual insurance corporation existing on April 1, 1969, and thereafter shall have perpetual duration unless its charter is subsequently amended under this chapter to provide for a limited period of duration;
    3. The names and addresses of the incorporators;
    4. The kinds of insurance the corporation is formed to transact according to the definitions of insurance set forth in Chapter 7 of this title;
    5. If a stock corporation, the authorized capital and the par value of each share, which par value shall be at least $1.00 per share; provided, however, that after the corporation has operated for three consecutive years the par value may be reduced below $1.00 per share but not below a par value of 50› per share. Shares without par value shall not be authorized. The capitalization shall not be less than that required of the insurer under the provisions of Chapter 3 of this title;
    6. If a mutual corporation, the maximum contingent liability of its members other than as to nonassessable policies for payment of losses and expenses incurred, which liability shall be not less than one nor more than six times the premium for the member's policy at the annual premium rate for a term of one year;
    7. The number of directors, which number shall not be less than three, who shall conduct the affairs of the corporation and the names and addresses of the corporation's first directors and the officers for stated terms of office of not more than one year;
    8. The name of the city or town and county in this state in which is to be located its home office and principal place of business;
    9. If a stock corporation, the extent, if any, to which shares of its stock shall be subject to assessment;
    10. If a stock corporation, the number of shares subscribed, if any, by each incorporator;
    11. The limitations, if any, on the corporation's indebtedness; and
    12. Such other provisions not inconsistent with law deemed appropriate by the incorporators.

(Ga. L. 1893, p. 73, § 2; Civil Code 1895, § 2008; Civil Code 1910, § 2389; Code 1933, § 56-202; Code 1933, § 56-1504, enacted by Ga. L. 1960, p. 289, § 1; Ga. L. 1973, p. 185, § 1; Ga. L. 1984, p. 22, § 33; Ga. L. 1984, p. 1080, § 4.)

OPINIONS OF THE ATTORNEY GENERAL

"Dummy" incorporators may not be used.

- A bona fide and good faith attempt or effort to incorporate an insurance company under this title cannot be accomplished by the use of "dummy" incorporators, that is, incorporators who are used merely to sign the petition for incorporation and who have no genuine interest in the formation and organization of the company. 1965-66 Op. Att'y Gen. No. 66-45.

The petition must state the names and addresses of the directors and officers for stated terms of office in order to comply with this section: it would not suffice to name the proposed officers and directors; in chartering an insurance corporation, the naming of the corporation's first directors and officers is a matter to be determined by the incorporators; there would be no objection to limiting the terms to less than one year; the petition could state that "the terms of office shall be a period of one year (or specified number of months less than 12 if desired) or until such earlier date as their successors are duly elected." 1963-65 Op. Att'y Gen. p. 675.

Par value of new preferred shares must comply with section.

- An insurance company may amend its charter to authorize an increase in its capital and provide for the issuance of a new class of preferred stock which meets the requirements of paragraph (5) of subsection (b) of this section as to par value. 1958-59 Op. Att'y Gen. p. 197.

RESEARCH REFERENCES

Am. Jur. 2d.

- 43 Am. Jur. 2d, Insurance, § 63.

C.J.S.

- 44 C.J.S., Insurance, §§ 159 et seq., 165 et seq.


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