---
title: O.C.G.A. § 14-2-1301. Definitions.
collection: code
id: 14-2-1301
cite_as: O.C.G.A. § 14-2-1301 (2025)
canonical_url: https://georgiacommons.org/code/14-2-1301
md_url: https://georgiacommons.org/code/14-2-1301.md
text_url: https://georgiacommons.org/code/14-2-1301/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=451
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / BUSINESS CORPORATIONS / DISSENTERS’ RIGHTS / RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
---

# O.C.G.A. § 14-2-1301. Definitions.

As used in this article, the term:

(1) ‘‘Beneficial shareholder’’ means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

(2) ‘‘Corporate action’’ means the transaction or other action by the corporation that creates dissenters’ rights under Code Section 14-2-1302.

(3) ‘‘Corporation’’ means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(4) ‘‘Dissenter’’ means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the manner required by Code Sections 14-2-1320 through 14-2-1327.

(5) ‘‘Fair value,’’ with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.

(6) ‘‘Interest’’ means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.

(7) ‘‘Record shareholder’’ means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(8) ‘‘Shareholder’’ means the record shareholder or the beneficial shareholder.

## History

Code 1981, § 14-2-1301, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 16.

## Law Reviews

For article, ‘‘Going Private Through Stock Reclassification,’’ see 15 (No. 7) Ga. St. B. J. 14 (2010).