How does Georgia's corporation code compare to other US states?

Georgia follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The GBCC is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Georgia practice is straightforward.

Can the Georgia annual meeting be combined with the board meeting?

Practically yes, when scheduled back-to-back on the same day. The shareholder meeting elects directors; the immediately-following board meeting then elects officers and conducts other business. This is a common practice for closely-held corporations.

Are electronic filings accepted for this jurisdiction?

Yes. The Georgia Secretary of State (Corporations Division) typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Georgia

Annual meeting requirements in Georgia (GBCC)

Georgia corporations must hold an annual shareholders' meeting under O.C.G.A. § 14-2-701 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under § 14-2-704.

Governing statute

Georgia Business Corporation Code, O.C.G.A. § 14-2-101 et seq.

O.C.G.A. § 14-2-701	Annual meeting required
O.C.G.A. § 14-2-704	Action without meeting
O.C.G.A. § 14-2-705	Notice of meeting
O.C.G.A. § 14-2-722	Voting
Deadline	Each year as fixed by bylaws
Written consent	Majority sufficient for most actions

At a glance

Annual meeting under § 14-2-701 at time fixed by bylaws
Georgia follows the MBCA framework
Written consent under § 14-2-704 permits majority for most actions
Notice 10-60 days before the meeting
Three required matters at annual meeting: director election, financial statements (if applicable), other business

O.C.G.A. § 14-2-701 requirements

Section 14-2-701 of the Georgia Business Corporation Code requires every Georgia corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Georgia adopted the MBCA, so the framework follows MBCA Chapter 7 closely.

Written consent under § 14-2-704

Georgia's consent regime under § 14-2-704 follows the MBCA majority-consent approach. Shareholders may take action by written consent signed by holders of the minimum votes required at a meeting. This includes director elections for most Georgia corporations (the unanimous-consent requirement that some states impose for director elections does not apply in Georgia).

Court-ordered meeting under § 14-2-703

If a Georgia corporation fails to hold an annual meeting within 6 months after the date fixed in the bylaws or 15 months after the previous meeting, any shareholder may apply to the Georgia superior court for an order requiring the meeting.

What's distinctive about Georgia

Georgia is largely MBCA-aligned for annual-meeting purposes. The majority-consent flexibility (including for director elections) makes Georgia one of the more efficient US jurisdictions for closely-held annual cycles. Combined with Georgia's modest $50 annual registration fee and limited disclosure requirements (only CEO, CFO, secretary in the registration), the overall ongoing-compliance burden is one of the lighter in the US.

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