United States · Georgia

How to issue shares in Georgia corporations

Georgia is a Model Business Corporation Act state. The Georgia Business Corporation Code (Ga. Code Title 14, Chapter 2) follows MBCA pattern. Georgia has a Business Court for complex commercial disputes and is increasingly chosen for incorporation by Atlanta-headquartered corporations.

Governing statute
Georgia Business Corporation Code, Ga. Code § 14-
Ga. Code § 14-2-621Issuance of shares
Ga. Code § 14-2-622Consideration for shares
Ga. Code § 14-2-625Stock certificates
Ga. Code § 14-2-1601Corporate records
Ga. Code § 14-2-1602Inspection of records
O.C.G.A. § 10-5-1Georgia Uniform Securities Act
At a glance
  • Authorized by the board under Ga. Code § 14-2-621
  • Future services and promissory notes permitted as consideration (§ 14-2-622)
  • Uncertificated shares permitted under § 14-2-626
  • Inspection rights under § 14-2-1602
  • Georgia Uniform Securities Act under O.C.G.A. § 10-5-1

Board authorization under § 14-2-621

Stock issuance is authorized by the board under Georgia Business Corporation Code § 14-2-621. The board determines consideration under § 14-2-622. Georgia follows MBCA pattern: broad consideration including future services and promissory notes.

Consideration: MBCA pattern

Georgia permits all standard MBCA consideration. The board's value determination is conclusive absent fraud.

Uncertificated shares

Ga. Code § 14-2-626 permits uncertificated shares by board resolution.

Corporate records and inspection

§ 14-2-1601 requires MBCA-pattern records. § 14-2-1602 grants inspection rights on 5-business-day written notice with proper-purpose standard.

Georgia Business Court

The Georgia State-wide Business Court, effective August 2020, handles complex commercial disputes involving claims of at least $500,000 or specific business-litigation subject matters. The court is positioned as an MBCA-friendly venue and is developing Georgia-specific business case law. The Georgia Uniform Securities Act (O.C.G.A. § 10-5-1 et seq.) administers state securities filings.

Common mistakes

Common Georgia-specific failure points in share issuance:

  • Missing Georgia Uniform Securities Act notice filings
  • Treating GA case law as undeveloped on commercial matters (the Business Court has been active since 2020)
  • Not maintaining the § 14-2-1601 corporate records inventory
  • Inadequate consideration recitals for non-cash consideration
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FAQ

Common questions in Georgia

Established August 2020, the Georgia State-wide Business Court hears complex commercial disputes including corporate governance, securities, and major contract matters. It is increasingly used and is part of a broader Georgia effort to attract corporate incorporation. The court's case law is being developed; Delaware Chancery remains the dominant authority for institutional matters.

Increasingly. Atlanta-headquartered fintech, supply-chain, and SaaS corporations have begun incorporating in Georgia rather than Delaware to take advantage of the Georgia Business Court and to avoid Delaware franchise tax. Most institutional-investor-backed startups still default to Delaware, but Georgia is rising.

Yes. Georgia adopted the MBCA with relatively minor state-specific variations. For most operational matters, Georgia tracks the MBCA template and is substantively similar to Florida, Texas, Washington, and other MBCA states.
Records that comply with GBCC
Issue shares the right way in Georgia.

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