Georgia Corporate Law

Formation of a Corporation

When building a successful business, you must lay a strong foundation. According to Georgia state law, two primary legal documents are necessary to establish a corporation and conduct lawful business operations; the articles of incorporation and the bylaws.

• Articles of Incorporation identify the company, the corporation’s principal office, mailing address, website, the number of shares authorized to be issued, the registered agent, and the directors.

• Bylaws set out the governing rules and procedures of the company for officers and committees, shareholder and director meetings, and the issuance or transfer of stock certificates. They detail how management will run the company. 

Capitalization and Financing

Corporate finance refers to corporations arranging funding sources, allocating capital, and making investments. Corporate finance includes startup capital, working capital, capital equipment, investments, leasing, real estate, recapitalizations, and acquisitions.  

However, the legal structures of bank loans, bonds, government-backed financing, private equity, public securities issuance, tax-beneficial financing, and venture capital can be drafted, negotiated, and closed by a lawyer with experience in corporate finance.

A lawyer can also help a company navigate the many forms of business finance needed for everyday operations, from accounting to taxation to securities.

Business Contracts and Transactions

When dealing with another person or business, it’s best to have an agreement or contract in place to ensure the transaction and delivery go smoothly, protect your interests, and reduce the likelihood of a dispute.

It’s essential to have an Atlanta business lawyer in your corner when you are drafting or signing contracts to ensure that you know what you are agreeing to. A business lawyer from Conoscienti & Ledbetter can assist in keeping your company safe from legal pitfalls in every contract. 

Mergers & Acquisitions

To complete a merger, a corporation must enter into a merger agreement outlining the entity that will merge, the surviving corporation, the terms and conditions of the merger, the basis and method for converting shares of each corporation’s securities, and any other relevant provisions or acts affecting the businesses.

After shareholders approve the merger, the Georgia Business Corporation Code requires the surviving corporation to file articles of merger, also known as a certificate of merger, with the Georgia Secretary of State. It must include any amendment to the articles of incorporation of the surviving corporation.

In addition, an announcement of the merger must be published in a newspaper in the county where the surviving corporation has its principal offices as a requirement of the certificate of publication.

Disputes and Litigation

Normal business operations can be interrupted by a contract dispute. Contract disputes threaten cash flow or the continuity of business partnerships and relationships. Contract disputes can include:

• A claim of breach of contract with a supplier or vendor

• A breach of contract claim in a real estate buy-sell agreement

• Employment contract disputes

• Partnership and shareholder contract disputes

• Violation of a non-compete agreement

A resolution to a contract dispute may occur through negotiation and compromise. Some may require more aggressive solutions through litigation. Conoscienti & Ledbetter may be able to assist with whatever resolution method is required.

Sale and Dissolution of the Company

 Liquidation refers to the sale or auction of the non-cash assets of a company. You cannot liquidate assets used as collateral for loans – only assets your company owns can be liquidated. As soon as a company is dissolved, its assets must be liquidated.

Under Georgia’s Business Corporation Code (BCC), shareholders can dissolve their corporation voluntarily by voting at a shareholders’ meeting. Before voting, a corporation’s board must submit its dissolution proposal to the shareholders.

For dissolution to be complete, the corporation must attest that:

• Consumer debts and liabilities, public agency debts, and corporate obligations have been paid or settled, or provisions have been made for their payment and discharge.

• Property and assets have been distributed to shareholders, or provisions have been made for distribution to shareholders, or, when the state has administratively dissolved the company, those assets will be deposited with the Georgia Department of Treasury and Fiscal Services.

• No court actions are pending against the company, or provision has been made to satisfy any judgment.

An experienced Georgia corporate lawyer can ensure that company closure procedures are followed to the law’s letter and are done fairly and equitably for all parties involved.