GA Bar Business Organizations Flashcards

Under Georgia law, which of the following is a required step when dissolving a Georgia corporation voluntarily?

Answer: Shareholder approval of dissolution and filing of articles of dissolution with the Secretary of State

Voluntary dissolution in Georgia requires approval of the dissolution by shareholders and the filing of articles of dissolution with the Georgia Secretary of State.

Under the Georgia Revised Uniform Limited Partnership Act, which of the following best describes a general partner's liability exposure?

Answer: A general partner is personally liable for all obligations of the limited partnership

General partners in a Georgia limited partnership are personally liable for all obligations of the limited partnership, unlike limited partners.

Under Georgia's Business Corporation Code, when may shareholders bring a derivative lawsuit on behalf of a corporation?

Answer: After making a written demand on the board and waiting 90 days unless demand is excused as futile

Georgia requires a shareholder to make written demand on the board and wait 90 days before filing a derivative suit unless demand is excused due to irreparable injury or futility.

Under the Georgia LLC Act, how may a member dissociate from a member-managed LLC?

Answer: By providing written notice of dissociation to the LLC

A Georgia LLC member may dissociate by providing written notice to the LLC, though wrongful dissociation may expose the member to liability.

Under Georgia corporate law, what is the primary purpose of a shareholders' preemptive right?

Answer: To allow existing shareholders to maintain their proportionate ownership by purchasing new shares before they are offered to outsiders

Preemptive rights give existing shareholders the opportunity to purchase new share issuances proportionally to preserve their ownership percentage.

Under Georgia law, what is the consequence when a corporation acts beyond the scope of its stated corporate purposes (ultra vires)?

Answer: Ultra vires acts are generally enforceable between parties but may be challenged in specific proceedings such as shareholder suits or by the Attorney General

Georgia law generally enforces ultra vires acts between the parties but permits shareholders or the Attorney General to challenge them in specific proceedings.