---
title: O.C.G.A. § 14-3-741. Standing.
collection: code
id: 14-3-741
cite_as: O.C.G.A. § 14-3-741 (2025)
canonical_url: https://georgiacommons.org/code/14-3-741
md_url: https://georgiacommons.org/code/14-3-741.md
text_url: https://georgiacommons.org/code/14-3-741/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=100
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.
up: https://georgiacommons.org/code/14-3.md
previous: https://georgiacommons.org/code/14-3-740.md
next: https://georgiacommons.org/code/14-3-742.md
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 / DERIVATIVE PROCEEDINGS
---

# O.C.G.A. § 14-3-741. Standing.

(a) A derivative proceeding may be brought by:

(1) Any director;

(2) Any member or members having 5 percent or more of the voting power; or

(3) Fifty or more members, regardless of voting power.

(b) A member may not commence or maintain a derivative proceeding unless the member:

(1) Was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from one who was a member at that time; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

## History

Code 1981, § 14-3-741, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2023, p. 419, § 1-1/SB 148, effective July 1, 2023; Ga. L. 2024, p. 1052, § 6(3)/SB 448, effective July 1, 2024.

## Law Reviews

For article with annual survey on business associations, see 73 Mercer L. Rev. 29 (2021).

## Amendments

The 2023 amendment, effective July 1, 2023, rewrote this Code section, which previously read: “A derivative proceeding may be brought either by any director or by any member or members having 5 percent or more of the voting power or by 50 members, whichever is less. A director or members may not commence or maintain a derivative proceeding unless the director or members:

“(1) Was a director or were members of the corporation at the time of the act or omission complained of (or became a member through transfer by operation of law from one who was a member at that time); or is a director or are members at the time the proceeding is commenced; and

“(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.”

The 2024 amendment, effective July 1, 2024, part of an Act to revise, modernize, and correct the Code, deleted “or” from the end of paragraph (a)(1).