Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in Georgia
At a glance
| Governing law, entity, and procedure scope | Georgia Business Corporation Code, O.C.G.A. Article 7; ordinary domestic private business corporation, subject to permitted articles and bylaw variations (§§ 14-2-701 through -728) |
|---|---|
| Annual meeting, place, timing, and failure | Annual meeting at bylaw-set time; place in or outside Georgia under bylaws, otherwise principal office; board may authorize hybrid or remote-only meeting unless articles/bylaws provide otherwise; omission does not invalidate action, but shareholder may seek court order after earlier of six months after fiscal year or 15 months after last annual meeting (§§ 14-2-701, 14-2-703) |
| Special meeting callers, demands, and court route | Board, article/bylaw-authorized callers, or generally holders of 25% of votes on proposed issue, variable greater or lesser; corporations with 100 or fewer record holders may lower but not raise 25%; signed, dated, written or electronic purpose demands; first signature default record date; revocable before call unless articles say otherwise; court route after 30-day notice failure or meeting not held as noticed (§§ 14-2-702-.703) |
| Notice, purpose, waiver, adjournment, and postponement | Notice 10-60 days before meeting with date, time, place, annual purpose only when otherwise required, and special purpose always; written/electronic waiver delivered to records; attendance waiver subject to opening or matter-specific objection; announced adjournment usually needs no new notice unless new record date (§§ 14-2-705-.706) |
| Record date, shareholder list, and inspection | Bylaws or board set record date no more than 70 days before meeting/action; defaults include day before first meeting notice, first demand signature, and first consent signature; new date required after adjournment beyond 120 days unless court continues it; categorized address/share list available at office or securely online and throughout meeting; court may compel and postpone, while omission does not invalidate action (§§ 14-2-702, -704, -705, -707, -720) |
| Remote participation, identity, access, and presence | Board-authorized remote shareholder/proxy participation counts as in-person presence and voting only with reasonable identity verification, reasonable participation and substantially concurrent reading/hearing, and maintained vote/action record; remote list access accompanies notice (§§ 14-2-708, 14-2-720) |
| Proxy form, term, revocation, and irrevocability | Shareholder or agent/attorney-in-fact signs appointment or sends authorized electronic transmission; effective on receipt by inspector/tabulator; 11- month default but longer stated term allowed; revocable unless stated irrevocable and coupled with interest; death/incapacity only after notice; complete reliable reproductions and good-faith acceptance rules apply (§§ 14-2-722, 14-2-724) |
| Quorum, vote, adjournment, and director election | Majority of votes entitled in voting group is default quorum; articles or shareholder bylaw may vary but not below one-third; represented share stays present through meeting/adjournment unless new record date; ordinary action requires votes favoring to exceed votes opposing; director election follows separate § 14-2-728 rules (§§ 14-2-725-.728) |
| Written consent, delivery, effect, and notice | Unanimity by default; articles may authorize meeting-equivalent minimum, except cumulative director election remains unanimous; dated written or qualifying electronic consents describe action, supply meeting material or express waiver, deliver to corporate records, accumulate within 60 days, remain revocable until sufficient, and become effective on last delivery or stated later date; notice to nonconsenting voters and required nonvoters within ten days (§ 14-2-704) |
| Public-company, ownership, contest, and transaction boundaries | Public-company election bylaws, voting trusts/agreements, beneficial-owner and broker systems, inspectors, federal proxy solicitation, contested elections, dissenters' rights, and transaction-specific approval remain outside routine private-company procedure (§§ 14-2-722-.724, -728) |
Requirements one by one
Meeting demands have court-backed deadlines
O.C.G.A. §§ 14-2-701 through 14-2-703 require the annual meeting at the bylaw-set time and give shareholders a court route if it is not held by the earlier of six months after fiscal-year end or 15 months after the last annual meeting. The ordinary special-meeting demand threshold is 25% of votes on the proposed issue. Larger corporations may vary it up or down, while a corporation with 100 or fewer record shareholders may only lower it. A valid demander may seek a court order if notice is not given within 30 days or the meeting is not held as noticed.
Remote access and notice remain independent steps
Annual and special meetings follow the bylaw-set place or default to the principal office. Unless the articles or bylaws say otherwise, the board may authorize a hybrid or remote-only meeting. Section 14-2-708 then requires reasonable identity verification, a substantially concurrent opportunity to participate and vote, and a maintained action record.
O.C.G.A. §§ 14-2-705 through 14-2-708 use a 10-to-60-day notice window. Annual notice need not state purposes unless another rule requires it; special notice always does. Written or electronic waiver and attendance waiver follow § 14-2-706's objection rules. An announced adjournment ordinarily needs no new notice unless a new record date applies.
Record dates and the shareholder list have separate clocks
Section 14-2-707 caps a fixed record date at 70 days before the meeting or action. If a meeting is adjourned to more than 120 days after its original meeting date, the board must fix a new one unless a court continues the original date.
Under § 14-2-720, the corporation prepares a categorized alphabetical list with addresses and share counts. It is available at the principal office or on a reasonably accessible electronic network and remains open throughout the meeting. A superior court may order inspection at corporate expense and postpone the meeting, but list failure does not invalidate meeting action.
Proxies begin on receipt and default to eleven months
O.C.G.A. §§ 14-2-722 and 14-2-724 permit a signed appointment or an authorized electronic transmission by the shareholder, agent, or attorney-in-fact. Appointment is effective when received by the inspector or authorized tabulator and lasts 11 months unless it expressly provides longer. It is revocable unless expressly irrevocable and coupled with an interest. Death or incapacity matters only after the authorized tabulator receives notice. Section 14-2-724 separately protects good-faith acceptance or rejection under the statutory standards.
Votes for must exceed votes against
O.C.G.A. §§ 14-2-725 through 14-2-727 default quorum to a majority of votes entitled in the voting group. Once represented, a share remains present for quorum through the meeting and adjournment unless a new record date is required. Ordinary action passes when votes favoring exceed votes opposing. The articles or a qualifying shareholder bylaw may vary quorum, but not below one-third, and may require a greater vote. Director elections use the separate § 14-2-728 regime.
Partial consent needs an articles opt-in and a sixty-day collection
O.C.G.A. § 14-2-704 defaults action without a meeting to unanimity but permits the articles to authorize the meeting-equivalent minimum. Consents must be dated, describe the action, include or waive the meeting material, and be delivered for the minutes or corporate records. Sufficient consents must arrive within 60 days of the earliest delivered consent; a signer may revoke before enough unrevoked consents arrive. The action becomes effective on the last required delivery or a stated later date. Nonconsenting voting holders, and any required nonvoting holders, receive notice within ten days. Cumulative director elections remain unanimous by consent.
Important boundaries
Public-company election bylaws, voting trusts and agreements, beneficial-owner and broker systems, federal proxy solicitation, inspectors, contested elections, dissenters' rights, and transaction-specific voting groups or approval thresholds remain outside this routine private-company survey.
Statutes and sources
- O.C.G.A. Article 7 — current meeting, notice, record-date, remote, list, proxy, quorum, voting, and consent text, bridged through 2026 bill sweeps
Source links
Every statute quoted above, linked, with the date we checked it.
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