---
title: O.C.G.A. § 14-3-1201. Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets.
collection: code
id: 14-3-1201
cite_as: O.C.G.A. § 14-3-1201 (2025)
canonical_url: https://georgiacommons.org/code/14-3-1201
md_url: https://georgiacommons.org/code/14-3-1201.md
text_url: https://georgiacommons.org/code/14-3-1201/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-pdf.pdf?sfvrsn=82868bd8_0#page=175
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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index: https://georgiacommons.org/code/index.md
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 / NONPROFIT CORPORATIONS / SALE, ENCUMBRANCE, OR OTHER DISPOSITION OF ASSETS
---

# O.C.G.A. § 14-3-1201. Sale or other disposal of assets in usual course of activities; mortgage or other encumbrance of assets.

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.

## 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).