Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 12. SALE, ENCUMBRANCE, OR OTHER DISPOSITION OF ASSETS

14-3-1201. Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets.

Active

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

Unless otherwise provided by this chapter, the articles, or the bylaws, a corporation may, on the terms and conditions and for the consideration determined by the board of directors, and without the approval of the members or any other person:
(1)
Sell, lease, exchange, or otherwise dispose of any, all, or substantially all, of its property in the usual and regular course of its activities;#
(2)
Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities; or#
(3)
Transfer any or all of such corporation’s assets to one or more other corporations or other entities, of which all of the memberships or interests are owned or controlled by such corporation.#

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, § 14-3-1201, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023.

Amendments

The 2023 amendment, effective July 1, 2023, in the introductory language, substituted “the articles, or the bylaws, a corporation may, on the terms and conditions and for the” for “the articles, or bylaws, a corporation may on the terms and conditions, for the”, in paragraph (1), inserted “any,” following “dispose of” and deleted “or” at the end, inserted “; or” following “its activities” in paragraph (2), and added paragraph (3).

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

Text read from t14-(v12)-pdf.pdf, Volume V12, 2017 edition, 2025 supplement, pages 175 to 176; merge action: replaced; file SHA-256 b004123363dc.

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