Corporate Appraisal and Dissenters'-Rights Procedure in Georgia

At a glance

Requirements one by one

Governing law, corporation, shareholder, and transaction scope

Article 13 defines a dissenter as a holder entitled under § 14-2-1302 who also uses the required procedure in §§ 14-2-1320 through -1327. A shareholder may be the record or beneficial holder, but the operative assertion provisions use the record shareholder. O.C.G.A. §§ 14-2-1301 and 14-2-1303 (accessed September 5, 2026; current-law amendment sweep completed).

Merger, exchange, asset-sale, amendment, conversion, and domestication triggers

Georgia separately lists a qualifying merger, acquired-corporation share exchange, approval-required sale or exchange of all or substantially all property, cash acquisition of a fractional share caused by amendment, a § 14-2-1805 action, another shareholder-voted action covered by Article 9 or the governing records/board, and a specified division. O.C.G.A. § 14-2-1302(a) (accessed September 5, 2026; current-law amendment sweep completed).

The section states no general conversion, domestication, continuance, or transfer trigger.

Market-out, public-company, consideration, and governing-record expansion

A class or series listed on a national securities exchange or held by more than 2,000 record shareholders on the transaction record date ordinarily has no dissent right. For a merger or share exchange, the exclusion gives way when the plan requires nonqualifying consideration or different types or exchange ratios within the class/series; articles or a board resolution approving the transaction may also restore rights. O.C.G.A. § 14-2-1302(c) (accessed September 5, 2026; current-law amendment sweep completed).

For another shareholder-voted action, Article 9, the articles, bylaws, or a board resolution may give voting or nonvoting holders dissent and payment rights. O.C.G.A. § 14-2-1302(a)(6) (accessed September 5, 2026; current-law amendment sweep completed).

Record/beneficial ownership, nominees, continuous holding, and share scope

A record shareholder can split a record position only by beneficial owner, must dissent for every share owned by that person, and must give the corporation each person's name and address. The split positions are then treated as differently registered holdings. O.C.G.A. § 14-2-1303 (accessed September 5, 2026; current-law amendment sweep completed).

Unlike newer Model Act versions, the current Georgia section supplies no direct assertion route for a beneficial shareholder and no acquisition-date or continuous-holding requirement.

Meeting, consent, short-form, and post-effective notice

The meeting notice says holders are or may be entitled to assert rights and includes Article 13. If the action occurs without a shareholder vote, the corporation instead gives every entitled holder written notice of the action and the § 14-2-1322 dissenters' notice within 10 days after the action. O.C.G.A. § 14-2-1320 (accessed September 5, 2026; current-law amendment sweep completed).

After meeting authorization, the corporation also has 10 days to send the dissenters' notice to holders who preserved their rights. O.C.G.A. § 14-2-1322(a)-(b) (accessed September 5, 2026; current-law amendment sweep completed).

Pre-vote intent, demand form and delivery, and voting consequences

At a meeting, the record shareholder delivers written notice of intent to demand payment before the vote and must not vote the shares in favor. Failure to do both ends payment entitlement. O.C.G.A. § 14-2-1321 (accessed September 5, 2026; current-law amendment sweep completed).

The pre-vote notice is only an intent notice. The definitive payment demand and certificate deposit follow the corporation's later dissenters' notice.

Post-effective appraisal notice, form, share deposit, and deadline

The dissenters' notice states where the demand goes, where and when certificates are deposited, and any post-demand restriction on uncertificated shares. It sets a corporation-receipt date from 30 through 60 days after delivery and includes Article 13. O.C.G.A. § 14-2-1322(b) (accessed September 5, 2026; current-law amendment sweep completed).

The record holder demands and deposits certificated shares as directed. Missing either deadline ends payment entitlement. For uncertificated shares, the corporation may restrict transfer from demand until the action or release of the restriction. O.C.G.A. §§ 14-2-1323 to 14-2-1324 (accessed September 5, 2026; current-law amendment sweep completed).

Corporation payment/offer, supplemental demand, and withdrawal

Within 10 days after the later of action or demand, the corporation offers its fair-value estimate plus interest and supplies annual and interim financials, its estimate and interest calculation, counter-demand notice, and Article 13. The holder accepts in writing within 30 days or is treated as accepting by silence; payment follows within 60 days after the offer or action, whichever is later. O.C.G.A. § 14-2-1325 (accessed September 5, 2026; current-law amendment sweep completed).

A dissatisfied holder has 30 days after the offer to state value and interest and demand payment, or is deemed to accept the corporation's offer. If the corporation never makes a timely offer, the holder can demand the omitted information and make a value/interest demand subject to the outside limitations period. O.C.G.A. § 14-2-1327 (accessed September 5, 2026; current-law amendment sweep completed). Article 13 states no separate withdrawal procedure.

Court petitioner, venue, timing, discovery, costs, and interest

The corporation must petition within 60 days after receiving an unsettled counter-demand; if it does not, it pays each unresolved dissenter the amount demanded. The forum is a nonjury equitable proceeding in the superior court of the registered-office county, with a foreign-survivor fallback. Every unresolved dissenter becomes a party; jurisdiction is plenary and exclusive; and the court may appoint appraisers. O.C.G.A. § 14-2-1330 (accessed September 5, 2026; current-law amendment sweep completed).

Costs ordinarily run against the corporation but may shift for arbitrary, vexatious, or bad-faith conduct. Counsel and expert fees have substantial- noncompliance, bad-faith, and common-benefit branches. O.C.G.A. § 14-2-1331 (accessed September 5, 2026; current-law amendment sweep completed).

Fair-value, fiduciary, securities, tax, and litigation boundaries

Fair value is measured immediately before effectiveness and excludes anticipatory appreciation or depreciation. Interest runs from effectiveness to payment at a fair and equitable rate under all circumstances. O.C.G.A. § 14-2-1301(5)-(6) (accessed September 5, 2026; current-law amendment sweep completed). This page does not calculate either figure.

An entitled shareholder may challenge the action only for failure to follow the chapter or governing-record procedure or for an approval vote obtained through fraudulent and deceptive means. O.C.G.A. § 14-2-1302(b) (accessed September 5, 2026; current-law amendment sweep completed). The section preserves categories; it does not decide their application.

What trips people up

If the corporation does not act within 60 days after the demand/deposit date, it returns certificates and releases uncertificated-share restrictions. But a later transaction is not free of appraisal: the corporation must issue a new dissenters' notice and repeat the payment-demand process. O.C.G.A. § 14-2-1326 (accessed September 5, 2026; current-law amendment sweep completed).

Common questions

Does a dissenting holder keep shareholder rights before the transaction occurs?

Yes. A holder who makes the demand and deposits shares, or whose uncertificated shares are restricted, retains the other shareholder rights until the proposed action cancels or modifies them. O.C.G.A. §§ 14-2-1323(b) and 14-2-1324(b) (accessed September 5, 2026; current-law amendment sweep completed).

What happens if the corporation misses the court-filing deadline?

It must pay each dissenter whose demand remains unsettled the amount that holder demanded. O.C.G.A. § 14-2-1330(a) (accessed September 5, 2026; current-law amendment sweep completed).

Is there an outside deadline when the corporation never gave proper notice?

Yes. A dissenter cannot bring an enforcement action more than three years after the corporate action, regardless of whether the corporation complied with the action and dissent-right notice provisions. O.C.G.A. § 14-2-1332 (accessed September 5, 2026; current-law amendment sweep completed).

Statutes and sources

• O.C.G.A. § 14-2-1301, § 14-2-1302, and § 14-2-1303 — definitions, covered actions, market-out and exceptions, challenge boundary, and record/beneficial ownership; accessed September 5, 2026, with a 2023-2026 amendment sweep.
• O.C.G.A. § 14-2-1320, § 14-2-1321, § 14-2-1322, § 14-2-1323, § 14-2-1324, § 14-2-1325, § 14-2-1326, and § 14-2-1327 — transaction notice, intent, demand notice, demand/deposit, restrictions, offer, delayed action, and counter-demand; accessed September 5, 2026, with a 2023-2026 amendment sweep.
• O.C.G.A. § 14-2-1330, § 14-2-1331, and § 14-2-1332 — court petition, parties, venue, appraisers, costs, fees, and limitation; accessed September 5, 2026, with a 2023-2026 amendment sweep.