Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 3. NONPROFIT CORPORATIONS · Article 8. DIRECTORS AND OFFICERS · Part 4. OFFICERS

14-3-846. Authentication and attestation of records; effect of corporate seal on document.

Active

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

(a)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic corporation or foreign corporation, the presence of the corporate seal, or a facsimile thereof, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:#
1. (1)
  That the corporate seal or facsimile thereof affixed to the document is in fact the seal of the corporation or a true facsimile thereof, as the case may be;#
2. (2)
  That any officer of the corporation executing the document does in fact occupy the official position indicated, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and#
3. (3)
  That the execution of the document on behalf of the corporation has been duly authorized.#
(b)
With respect to any contract, conveyance, or similar document executed by or on behalf of a domestic corporation or a foreign corporation, execution by the chief executive officer, attested by the secretary or assistant secretary of the corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, shall attest:#
1. (1)
  That the person executing the document as chief executive officer does in fact occupy the official position, that one in such position is duly authorized to execute such document on behalf of the corporation, and that the signature of such officer subscribed thereto is genuine; and#
2. (2)
  That the execution of the document on behalf of the corporation has been duly authorized.#
(c)
When the seal of a corporation or the facsimile thereof is affixed to any document and is attested by the secretary or assistant secretary of a corporation, or other officer to whom the bylaws or the directors have delegated the responsibility for authenticating records of the corporation, a third party without knowledge or reason to know to the contrary may rely on such document as being what it purports to be.#
(d)
The seal of the corporation may be affixed to any document executed by the corporation, but the absence of the seal shall not itself impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.#

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, § 14-3-846, 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, inserted “corporation” following “domestic” in subsection (a); added present subsection (b); and redesignated former subsections (b) and (c) as present subsections (c) and (d).

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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 126 to 127; merge action: replaced; file SHA-256 b004123363dc.

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