Georgia Commons

Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 6. SHARES AND DISTRIBUTIONS · Part 2. ISSUANCE OF SHARES

14-2-623. Share dividends.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.#

  2. (b)

    Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:#

    1. (1)

      The articles of incorporation so authorize;#

    2. (2)

      A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or#

    3. (3)

      There are no outstanding shares of the class or series to be issued.#

  3. (c)

    If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.#

  4. (d)

    If a corporation which has treasury shares declares a share dividend, such dividend shall not be deemed to include a dividend on treasury shares unless the resolution declaring the dividend expressly so provides.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-623, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1997, p. 1165, § 2.

Law reviews

For article discussing the payment of dividends to shareholders, see 3 Ga. L. Rev. 11 (1968). For article discussing ‘‘earned’’ surplus and ‘‘capital’’ surplus concepts under Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article discussing the statute of limitations applicable to shareholders’ rights to unclaimed dividends and distributions, see 3 Ga. L. Rev. 11 (1968). For article discussing treasury shares and restrictions placed upon their use by the corporation, see 3 Ga. L. Rev. 11 (1968). For note discussing effect of Georgia law on dividend restrictions, see 24 Ga. B. J. 254 (1961).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 125 to 126; merge action: carried; file SHA-256 f2fad2b71b39.

Ask about this section

The answer is drawn from this section and, when they fit, the other sections of its chapter. It quotes the text and names the section for each claim. Not legal advice.

Answers come from this document. Not legal advice.