Georgia Code
Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors
§ 46-8-43. Duties of Secretary of State Prior to Issuance of Certificate of Incorporation; Certificate or Duplicate Thereof as Evidence of Existence of Corporation and Compliance With Chapter

Before the Secretary of State issues a certificate of incorporation pursuant to Code Section 46-8-42, he shall satisfy himself that all of the requirements of this chapter have been substantially complied with prior to the filing of said petition. Any certificate or duplicate thereof issued under this chapter by the Secretary of State shall be conclusive evidence of the existence of the corporation in all the courts in this state and of compliance with all the requirements of this chapter.
History. Ga. L. 1892, p. 37, § 4; Civil Code 1895, § 2162; Civil Code 1910, § 2580; Code 1933, § 94-104.

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Structure Georgia Code

Georgia Code

Title 46 - Public Utilities and Public Transportation

Chapter 8 - Railroad Companies

Article 3 - Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers

Part 1 - Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors

§ 46-8-40. Grant of Corporate Powers and Privileges to Railroad Companies by Secretary of State; Procedure in Case of Disqualification of Secretary of State

§ 46-8-41. Procedures Regarding Preparation of Petition for Incorporation; Filing of Petition and Affidavit With Secretary of State; Endorsement by Secretary of State; Allowance for Public Inspection of Petition and Affidavit

§ 46-8-42. Certificate of Incorporation; Duration of Corporate Existence; Fee for Issuance of Certificate

§ 46-8-43. Duties of Secretary of State Prior to Issuance of Certificate of Incorporation; Certificate or Duplicate Thereof as Evidence of Existence of Corporation and Compliance With Chapter

§ 46-8-44. Subscription to Capital Stock; Par Value of Stock; Subscription to All Capital Stock as Prerequisite to Beginning Railroad Construction

§ 46-8-45. Payment of Subscriptions; Procedure by Directors in Case of Default by Subscriber

§ 46-8-46. Procedures Regarding Organizational Meeting; Qualifications of Directors; Selection of Officers and Agents; Annual Election of Directors; Filling of Vacancies on Board

§ 46-8-47. Determination of Directors’ Compensation; Appointment of Chairman and Vice-Presidents; Time and Place of Board Meetings; Procedures Regarding Board Meetings

§ 46-8-48. Creation of Executive Committee and Other Committees; Powers of Committees; Designation of Alternate Members of Committees; Committee Action by Majority Vote

§ 46-8-49. Action by Board or Committee Thereof or by Shareholder or Committee Thereof by Written Consent of Members Without Meeting

§ 46-8-50. Combination of Offices of Corporation; Election of Officers by Shareholders; Terms of Office; Powers and Duties of Officers; Authority of Chairman or President as to Legal Proceedings

§ 46-8-51. Indemnification of Persons by Railroad Corporation; Advance of Expenses; Insuring Against Liabilities; Reports of Payments to Shareholders; Provisions Eliminating or Limiting Liability of Director

§ 46-8-52. Exemption of Property of Stockholders From Debts or Liabilities of Corporation

§ 46-8-53. Procedure for Issuing Bonds or Increasing Capital Stock

§ 46-8-54. Adoption of Title by Railroad Companies Incorporated, or by Persons Owning or Operating a Railroad, Prior to December 17, 1892

§ 46-8-55. Standard of Care for Directors and Officers in Discharge of Duties; Reliance Upon Financial Information