GA Bar Business Organizations Flashcards

Under Georgia partnership law, which of the following best describes a partner's right to indemnification from the partnership?

Answer: A partner is entitled to indemnification for liabilities incurred in the ordinary course of partnership business

Georgia's Uniform Partnership Act entitles partners to indemnification for liabilities reasonably incurred in the ordinary course of partnership business.

Under the Georgia Business Corporation Code, what is the required notice period for a shareholder meeting?

Answer: No less than 10 days and no more than 60 days before the meeting

Georgia law requires notice of a shareholder meeting to be given no fewer than 10 days and no more than 60 days before the meeting date.

In Georgia, a closely held corporation's shareholders enter into a shareholder agreement restricting stock transfers. Which of the following is required for the restriction to be enforceable against a subsequent purchaser?

Answer: The restriction must be noted conspicuously on the share certificate or in an electronic notice

A transfer restriction is only enforceable against a purchaser with notice, which requires conspicuous notation on the stock certificate or equivalent electronic notice.

Under Georgia law, which of the following correctly describes the fiduciary duty owed by general partners to each other in a general partnership?

Answer: Partners owe a duty of loyalty and a duty of care to the partnership and other partners

Georgia's Uniform Partnership Act imposes both a duty of loyalty and a duty of care on general partners owed to the partnership and co-partners.

Under the Georgia LLC Act, what is the effect of a manager's unauthorized act that purports to bind a manager-managed LLC?

Answer: The act binds the LLC if the third party had no knowledge of the lack of authority

A manager's unauthorized act can still bind the LLC under apparent authority principles if the third party reasonably believed the manager had authority and lacked knowledge of the restriction.

Under Georgia corporate law, which of the following is a correct statement about a director's duty of care?

Answer: Directors must act with the care an ordinarily prudent person in a like position would exercise under similar circumstances

Georgia's statutory duty of care requires directors to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances.